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TERMS OF USE

UPTOGOOD.org is owned and operated by UPTOGOOD BENEFIT CORPORATION (“UPTOGOOD,” “we,” or “us”). These terms of use (this “Agreement”) govern your access to and use of our website, and any software provided on or in connection with the UPTOGOOD service (collectively the “Service”), so please read the Agreement carefully before using the Service.

By accessing or using the Service, you agree to be bound by this Agreement and by our Privacy Policy, whether or not you are a registered user of our Service. This Agreement applies to all visitors, users, and others who access the Service (“Users”). By accessing or using the Service, you also agree to be bound by any changes or updates to this Agreement and by any changes or updates to our Privacy Policy, whether or not you are a registered user of our Service, and whether or not you received notice of any changes or updates to this Agreement and/or our Privacy Policy. You agree that it is your sole responsibility to periodically check to see if the Agreement of Privacy Policy have been changed or updated, and you agree to not rely on us to notify you of any such changes or updates.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

Sharing Your Content

1.         To keep UPTOGOOD running smoothly for all of our Users, you agree to not post User Content that:

a.       may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;

b.      may create a risk of any other loss or damage to any person;

c.       seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;

d.      may constitute or contribute to a crime or tort ;

e.      contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;

f.        contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);

g.       contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships

h.      contains any information, content or request for donations related to terrorism or terrorist activities;

i.         contains requests for funding for elections or political campaigns outside of the United States, or

j.        contains any information or content that you know is not correct and current.

 

2.         UPTOGOOD may now or in the future allow you to post content on the Service, including comments, photos, videos, and other materials. Any content a User submits, posts, displays, or otherwise makes available on the Service, including all Intellectual Property Rights (defined below) therein, is referred to as “User Content.” You retain ownership of your User Content, however by posting on the Service, you grant us the absolute right to publicly display (in our discretion) any and all User Content without any compensation to you or anyone else whatsover.

3.         You own all of the User Content you post or publish (“post”) on the Service, and you can control how it is shared by adjusting your profile and application settings. Subject to your profile and application settings, you grant us a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, modify, reproduce, display and distribute your User Content on the Service for the purposes of operating and providing the Service to you and our Users (“User Content License”). Subject to your profile and application settings, you also hereby grant to UPTOGOOD and to each User of the Service, a non-exclusive license to access, use, reproduce, distribute and display your User Content as permitted by the functionality of the Service. You understand and agree that the UPTOGOOD Service is a public platform and other Users may search for, see, use, and/or re-post any User Content that you make publicly available through the Service.

a.       Definition of Intellectual Property Rights: For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

4.     Similarly, you agree not to engage in any of the following prohibited activities:

a.       copying, distributing, or disclosing any part of the Service (which includes other’s User Content) in any medium, including without limitation by any automated or non-automated “scraping” (other than as expressly permitted by the functionality of the service);

b.      using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the UPTOGOOD servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that UPTOGOOD grants the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials);

c.       transmitting spam, chain letters, or other unsolicited email;

d.      attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;

e.      taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;

f.        uploading invalid data, viruses, worms, or other software agents through the Service;

g.       collecting or harvesting any personally identifiable information, including account names, from the Service (other than as expressly permitted by the functionality of the service);

h.      using the Service for any commercial solicitation purposes;

i.         impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;

j.        stalking;

k.       interfering with the proper working of the Service;

l.         bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein;

m.    posting nude, partially nude, or any sexually suggestive photos;

n.      use the Service for any illegal activity whatsoever; or

o.      modify, adapt or hack our Service or modify another website so as to falsely imply that it is associated with the Service.

5.       Because we respect the rights of others, you agree that any User Content that you post or use does not and will not violate any law or infringe any rights of any third party, including without limitation any Intellectual Property Rights, publicity rights or rights of privacy. You further agree that you have permission to post and disseminate all User Content and that you will provide proper credit to any material posted, including accurate, official titles of film and video content. We reserve the right, but are not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates the Agreement.

6.       UPTOGOOD takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You are solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, offensive, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that UPTOGOOD shall not be liable for any damages you allege to incur as a result of User Content.

Content And Feedback

1.       Subject to the terms and conditions of this Agreement, UPTOGOOD provides you with a license to use the Service as expressly permitted by the features of the Service. UPTOGOOD may terminate this license at any time for any reason or no reason.

2.       Except for User Content, all materials on the Service and the Service itself and all Intellectual Property Rights contained therein or related thereto, are the property of UPTOGOOD and/or its licensors (together "UPTOGOOD Content"). Except as expressly provided in this Agreement, you may not sell, license, modify, copy, or otherwise exploit the UPTOGOOD Content without our permission.

3.       We love hearing from our Users, and are always interested in learning of ways we can make UPTOGOOD better. You may choose to or we may invite you to submit comments, ideas or feedback about the Service, including without limitation about how to improve the Service of our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, will not be compensated and without restriction and will not place UPTOGOOD under any fiduciary or other obligation, and that we are free to use the Feedback for any purpose, commercial or otherwise, without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, UPTOGOOD does not waive any rights to use similar or related Feedback previously known to UPTOGOOD, or previously not known by UPTOGOOD but later discovered by UPTOGOOD from any source, or developed by its employees, or obtained from sources other than you.

Use of Our Service

1.       Our Services are available only to, and may only be used by individuals, organizations or businesses who can form a legally binding contract with UPTOGOOD, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 18 is strictly prohibited and is in violation of this Agreement. If I user is under the age of majority in the state or jurisdiction where the user resides or under the age where user can legally form a binding contract in the jurisdiction of user’s residence or use of Service, the user must obtain permission to use the Service from a parent or legal guardian before using the Service. The Service is not available to any Users previously removed from the Service by UPTOGOOD.

2.       UPTOGOOD may now or in the future allow Users to create accounts. UPTOGOOD accounts will give you access to the UPTOGOOD services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open an UPTOGOOD account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. (c) Further, you may not transfer or sell your UPTOGOOD account. Depending on the type of User, prior to receiving access to an account, you may be required to provide information regarding the business and/or non profit entity that you are authorized to represent. Upon collection of this information, UPTOGOOD and/or UPTOGOOD partners may conduct an approval process to validate your submission and information provided about your business and/or non profit entity and/or yourself. Upon completion of the approval process, UPTOGOOD may notify you that your account is in good standing and that you are authorized to process transactions, or that UPTOGOOD has not approved your account request. UPTOGOOD reserves the right to not approve account requests for any reason.

3.       By connecting to UPTOGOOD with a third-party service like Facebook or Twitter, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. For more information on the types of information we collect from these third-party services, please read our Privacy Policy. We reserve the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark on those usernames.

4.       You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of at least one upper case, one numeric and minimum 6 characters) with your account. You must notify UPTOGOOD immediately of any breach of security or unauthorized use of your account. UPTOGOOD will not be liable for any losses caused by any unauthorized use of your account. When creating your account, you must provide accurate and complete information.

5.       You may control your User profile and how you interact with the Service by changing the My Settings page. By providing UPTOGOOD your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you will be given the option to opt out or change your preferences. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers. For more information, please read our Privacy Policy.

6.       Here at UPTOGOOD, we strive to continually innovate and find ways to provide our Users with new and innovative features and services. Therefore, we may, without prior notice, change the Service; change the terms of use or privacy policy, add features, stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination of your use of the Service, you continue to be bound by this Agreement.

7.       You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. UPTOGOOD will have no liability for your interactions with other Users, or for any User’s action or inaction. Please be good to one another.

8.       Campaign Hosts and Campaign Beneficiaries will have access to a supporter's name and email address if the supporter chooses not to be anonymous in the event that the supporter takes a FUNDit action through UPTOGOOD.  A Campaign Host will have access to a supporter's name and email address if they choose not to be anonymous in the event that the supporter takes a PROMISEit action. A Campaign Host will always have access to a supporter's name and email address for a SIGNit action because the anonymous option is not available for SIGNit.  If a supporter opts in to be anonymous, a Campaign Hosts and Campaign Beneficiaries will never have access to supporter's name or email address. Campaign Hosts and Campaign Beneficiaries are responsible to the proper and legal use of a supporter’s name and e-mail address and will not use supporters’ information for any improper or illegal purpose, including selling the information to third parties, sending unwanted e-mails (spam), or any other improper purpose. UPTOGOOD expressly denies any liability for such improper or illegal use of supporter’s information by Campaign Hosts and Campaign Beneficiaries, and all Campaign Hosts and Campaign Beneficiaries hereby expressly agree to hold UPTOGOOD harmless and to indemnify UPTOGOOD for any illegal or improper action by Campaign Hosts and Campaign Beneficiaries involving supporter’s information.  

Fees and Service Information

1.       UPTOGOOD provides some services for a fee. Fees are quoted only in United States dollars, unless otherwise stated. You are responsible for paying all fees associated with using our service and the Services and all applicable taxes. Applicable fees will be described on the Website (FAQ).

2.       We in our sole discretion may charge a fee, or may change the fees (or associated terms and conditions) charged, for any goods or services provided on the Website, and unless otherwise stated, the changes are immediately effective upon posting on the Website. We may in our sole discretion change some or all of our services at any time.

3.       In the event we introduce a new Service, the fees for that service are effective immediately upon the launch of the Service.

4.       Certain aspects of the Service may allow you to make and/or accept a financial contribution towards a campaign supporting a cause and/or an individual(s), business(es), or a non profit organization(s) for a fee. All information that you provide in connection with a transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay UPTOGOOD platform fees and all charges and fees incurred by Users via credit card, debit card, or other payment method used in connection with accepting financial contributions and having monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such monetary transaction interactions. Financial contributions to UPTOGOOD 501(c)(3) verified not for profit organizations may be tax deductible to the same extent such contributions would be tax deductible if made directly to the same not-for-profit organization. Please consult your tax advisor or other tax professional to determine any and all tax matters or issues related to the use of the Services. UPTOGOOD will provide receipts from its 501(c)(3) verified not-for-profit organizations to users when requested, however, it is the responsibility of the 501(c)(3) organization to provide users with a receipt for tax purposes.

5.       If financial contributions towards a campaign are not claimed after 1 year from the date they were originally processed, UPTOGOOD will apply the following procedure: (a) UPTOGOOD will make one final attempt to contact the beneficiary of the campaign and will notify them of the final attempt to submit payment to them, (b) if the final attempt to notify is not responded to, UPTOGOOD will contact the person or entity that made the contribution and determine if they would prefer a refund (less platform fees and other processing fees) or if they would prefer the contribution be applied to another possible beneficiary, and (c) if UPTOGOOD is unable to contact the person or entity that made the contribution at the e-mail address provided by that person or entity, UPTOGOOD will use the funds for another campaign or use in UPTOGOOD’s sole discretion.

6.       UPTOGOOD may use, in its discretion, third parties to process payments through credit cards, debit cards and other merchant services payments. All credit card information submitted to UPTOGOOD is protected under the rules set out in our Privacy Policy. If a User chooses to allow a recurring action to take place through a credit card, debit card or other method of payment, the User gives permission and consent to UPTOGOOD to charge or debit the card or account associated with the UPTOGOOD account, regardless of whether that credit card was originally used to do the recurring action. If any credit card, debit card or other method of payment expires, UPTOGOOD will determine if there is another credit card, debit card or other method of payment associated with the UPTOGOOD account, and even if that method of is not the one originally authorized by User, UPTOGOOD will process the payment that credit card, debit card or other method of payment.

7.       All donations through our FUNDit action are at your own risk. Please make sure that when you donate funds through our FUNDit action that you understand how your money will be used. When donating, only donate to those people or entities that you feel comfortable donating to or otherwise know and trust. UPTOGOOD does not warrant that funds will be used for any particular purpose and is not responsible for any misuse of the funds by the campaign beneficiary. By donating money through UPTOGOOD, you represent and warrant that any donation you make is legal in your jurisdiction and that you are authorized to use the payment method you have selected. You agree and acknowledge that: (i) all donations to 501(c)(3) entities and others are made as unrestricted gifts and may not be specified for any particular purpose; (ii) designated fees will be charged to the credit or debit card or other payment method you use through Stripe Connect (hereinafter “Stripe”); and (iii) all donations are final and non-refundable. If a donation is made through our FUNDit action as a recurring payment and the donor wishes to cancel the recurring payment, no refunds will be given for past payments and the cancellation will take effect with the next scheduled recurring payment.

               

Privacy & Security

We care about the privacy of our Users. You understand that by using the Service you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your Personally Identifiable Information collected, used, transferred to and processed in the United States. UPTOGOOD cannot guarantee that unauthorized third parties will never be able to defeat our security measures. You acknowledge that you provide your information at your own risk, and you agree to release UPTOGOOD from any liability resulting from unauthorized third parties who may defeat our security measures and access and use your private information.

Third-party links, sites and services

1.       The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by UPTOGOOD. UPTOGOOD does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third party website from the Service, you do so at your own risk and You expressly relieve UPTOGOOD from any and all liability arising from your use of any third-party website, service, or content.

2.       UPTOGOOD works with Stripe to process and administer payments on the Service. By using the Service on UPTOGOOD and transacting on it, you also agree to be bound byStripe’s’ Terms of Service and Stripe’s Platform Agreement which are incorporated by reference into this Agreement.

3.       UPTOGOOD works with GuideStar who provides various services and data related to 501(c)(3) and other charitable organizations, including verification of 501(c)(3) status. By using the Service on UPTOGOOD, you also agree to be bound by GuideStar’s Terms, which are incorporated by reference into this Agreement.

4.       UPTOGOOD works with Yodlee who provides various services including account verification services. By using the Service on UPTOGOOD, you also agree to be bound by Yodlee’’s Security Terms, which are incorporated by reference into this Agreement. In addition, you agree to the following: The Account Verification Service provided by Yodlee is intended to verify your authority and access to external financial accounts by confirming your ability to access to the external financial account. Your use of the Account Verification Service is subject to the terms and conditions of this Account Verification User Agreement and UPTOGOOD’s User Agreement incorporated herein by reference. Proceeding with using this service constitutes your assent to and acceptance of this Agreement and the following terms:

a.       PROVIDE ACCURATE INFORMATION. You agree to provide true, accurate, current and complete information about yourself and your accounts maintained at other financial institutions and you agree to not misrepresent your identity or your account information.

b.      INSTANT ACCOUNT VERIFICATION SERVICE. By using the Instant Verification Service, you authorize UPTOGOOD and its suppliers, including Yodlee (“Supplier”) to access third party sites designated by you, on your behalf, to retrieve information requested by you. For all purposes hereof, you hereby grant UPTOGOOD and Supplier a limited power of attorney, and you hereby appoint UPTOGOOD and Supplier as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for you and in your name, place and stead, in any and all capacities, to access third party internet sites, servers or documents, retrieve information, and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN UPTOGOOD OR SUPPLIER ACCESSES AND RETRIEVES INFORMATION FROM THIRD PARTY SITES, UPTOGOOD AND SUPPLIER ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the Instant Verification Service is not endorsed or sponsored by any third party account providers accessible through the Instant Verification Service. You are licensing to UPTOGOOD and Supplier any information, data, passwords, materials or other content (collectively, “Content”) you provide through or to the Instant Verification Service. UPTOGOOD and Supplier may use, modify, display, distribute and create new material using such Content to provide the Instant Verification Service to you. By submitting Content, you automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without the payment of any fees, UPTOGOOD and Supplier may use the Content for the purposes set out above. As between UPTOGOOD and Supplier, UPTOGOOD owns your confidential account information.

c.       USE OF RESULTS LIMITED. You agree that the results of the Account Verification Service are for use by you and UPTOGOOD and its service providers only in connection with the UPTOGOOD Service, on UPTOGOOD’s website. You agree not to reverse engineer or reverse compile any of the service technology, including but not limited to, any Java applets associated with the Instant Account Service.

d.      LIMITATION OF LIABILITY. YOU AGREE THAT NEITHER UPTOGOOD NOR SUPPLIER NOR ANY OF THEIR AFFILIATES, ACCOUNT PROVIDERS OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF UPTOGOOD OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE INSTANT VERIFICATION SERVICE OR ANY OTHER MATTER RELATING TO THE INSTANT VERIFICATION SERVICE, INCLUDING BUT NOT LIMITED TO (i) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES, (ii) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE INSTANT VERIFICATION SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANYONE ON THE INSTANT VERIFICATION SERVICE; OR (v) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES.

e.      INDEMNIFICATION. You agree to indemnify and hold harmless UPTOGOOD and Supplier and their affiliates from any and all third party claims, liability, damages, expenses and costs (including, but not limited to, reasonable attorneys fees) caused by or arising from your use of the Instant Verification Service or your violation of these terms.

f.        You agree that Supplier is a third party beneficiary of the above provisions, with all rights to enforce such provisions as if Supplier were a party to this Agreement.

g.       All data passing from UPTOGOOD’s system to any third party including but not limited to Stripe and Yodlee will be handled through a PCI compliant and ISO compliant secured link so as to meet all security requirements of the third party. All stored credit card and bank account information will be kept in an encrypted form and when passed on to third parties such as Stripe and Yodlee, shall be transmitted in a secure connection and an encrypted format.

 

DMCA Notice

1.       UPTOGOOD respects artist and content owner rights. Hence, UPTOGOOD has adopted a policy to respond to alleged infringement notices that fully comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify UPTOGOOD’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

a.       Identification of the work or material being infringed.

b.      Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that UPTOGOOD is capable of finding and verifying its existence.

c.       Contact information about the notifying party (the Notifying Party), including name, address, telephone number and e-mail address.

d.      A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law.

e.      A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner.

f.        The Notifying Party's physical or electronic signature.

The above information must be submitted to the following DMCA Agent:

Attn:                      DMCA Notice

                                UPTOGOOD BENEFIT

CORPORATION ℅ Kendall Almerico,

Almerico & Mooney

Address:              4350 West Cypress Street Suite 275

Tampa, FL 33607

Telephone:         [813.877.1800813.877.1800]

Email:                    copyright@uptogood.org

2.       UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

3.       Please note that this procedure is exclusively for notifying UPTOGOOD and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with UPTOGOOD’s rights and obligations under the DMCA, including 17 U.S.C.A. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

4.       In accordance with the DMCA and other applicable law, UPTOGOOD has adopted a policy of terminating, in appropriate circumstances, the accounts of Users who are deemed to be repeat infringers. UPTOGOOD may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Indemnity

1.       You agree to defend, indemnify and hold harmless UPTOGOOD and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted by you; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

No Warranty

1.       THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, UPWORTHY, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

2.       UPTOGOOD DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE UPWORTHY SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND UPWORTHY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Limitation of Liability

1.       TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UPTOGOOD, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL UPTOGOOD BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

2.       TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPTOGOOD ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL UPTOGOOD, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING ONE DOLLAR.

3.       THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF UPTOGOOD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

4.       SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

a.       The Service is controlled and operated from its facilities in the United States. UPTOGOOD makes no representations that the Service is appropriate or available for use in other locations outside of the United States. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States. UPTOGOOD will only support Campaign Beneficiaries with United States bank accounts and will only support United States credit cards for financial transactions involving credit cards.

Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by UPTOGOOD without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Governing Law

You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over UPTOGOOD, either specific or general, in jurisdictions other than California. These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. We each agree to submit to the personal jurisdiction of a state or federal courts located in California, for any actions for which either party retains the right to seek injunctive or other equitable relief, as further described in the Arbitration provision below.

Arbitration

For any dispute you have with UPTOGOOD, you agree to first contact us at cs@uptogood.org and attempt to resolve the dispute with us informally. In the unlikely event that UPTOGOOD has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. Unless you and UPTOGOOD agree otherwise, the arbitration will be conducted in the county where you reside. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND UPTOGOOD ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Notification Procedures and Changes to the Agreement

UPTOGOOD may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, “push” mobile notification, written or hard copy notice, or through posting of such notice on our website, as determined by UPTOGOOD in our sole discretion. UPTOGOOD reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. UPTOGOOD may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ˜last modified’ date at the top of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service. UPTOGOOD is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.

Entire Agreement/Severability

This Agreement, together with any amendments and any additional agreements you may enter into with UPTOGOOD in connection with the Service, shall constitute the entire agreement between you and Upworthy concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

No Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and UPTOGOOD’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Contact

Please contact us at legal@uptogood.org with any questions regarding this Agreement.

 



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