CODE TENDERLOIN WEBSITE
Terms of Use Agreement
Last Updated Date: [04-27-2020]
THIS TERMS OF USE AGREEMENT (“AGREEMENT”) SETS FORTH THE AGREEMENT BETWEEN INDEPENDENT ARTS AND MEDIA (“IAM”), A CALIFORNIA PUBLIC BENEFIT CORPORATION, AND ALL INTERNET USERS WHO VISIT THE WEBSITE OF CODE TENDERLOIN, A FISCALLY SPONSORED PROJECT OF IAM THAT HELPS THE UNDERPRIVILEGED TENDERLOIN COMMUNITY IN SAN FRANCISCO (THE “CODE TENDERLOIN PROJECT”), LOCATED AT http://www.codetenderloin.org (THE “WEBSITE”). PLEASE READ THIS AGREEMENT CAREFULLY. THIS WEBSITE (AND THE INFORMATION ON IT) ARE CONTROLLED BY IAM AND THE CODE TENDERLOIN PROJECT. BY USING AND BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH IAM, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE ORGANIZATION THAT YOU REPRESENT, AND TO BIND THAT ORGANIZATION TO THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THIS WEBSITE.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE AT ANY TIME BY IAM IN ITS SOLE DISCRETION. When changes are made, IAM will make a new copy of the Agreement available at the Website. We will also update the “Last Updated” date at the top of the Agreement. Any changes to the Agreement will be effective immediately for all users of the Website. If you do not agree to any change(s), you shall stop using the Website. Otherwise, your continued use of the Website constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT AGREEMENT.
USE OF THE WEBSITE.
Limited License. The Website and the information and content available on the Website are protected by copyright laws throughout the world. Subject to this Agreement, IAM grants you a limited license to reproduce portions of the Website solely for your personal or internal business purposes. Unless otherwise specified by IAM in a separate license, your right to use all or any portion of the Website is subject to the terms of this Agreement.
Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Code Tenderloin materials (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using IAM or the Code Tenderloin Project’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Website except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); and (f) except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. IAM, the Code Tenderloin Project and their suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the Website or properties terminates the licenses granted by IAM pursuant to the Agreement.
Third-Party Materials. The Website may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left Website and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Applications are not under the control of IAM or the Code Tenderloin Project. IAM and the Code Tenderloin Project are not responsible for any Third-Party Websites or Third-Party Applications. You use all links in Third-Party Websites and Third-Party Applications at your own risk. When you leave our Website, the Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices of any Third-Party Websites or Third-Party Applications and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
OWNERSHIP.
Website. You agree that IAM, the Code Tenderloin Project and their suppliers own all rights, title and interest in the Website (including, but not limited to, any titles, computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, sounds, audiovisual effects, methods of operation, moral rights and documentation contained therein).
Trademarks. The name and all related graphics, logos, service marks and trade names of IAM and the Code Tenderloin Project used on or in connection with the Website are the trademarks of IAM and the Code Tenderloin Project and may not be used without permission in connection with your or any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Website are the property of their respective owners.
Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to IAM or the Code Tenderloin Project via email, in person or through our suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that IAM and the Code Tenderloin Project have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to IAM and the Code Tenderloin Project a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Website and/or the Code Tenderloin Project.
DONATIONS. If you wish to make a donation to the Code Tenderloin Project through the Website, you will be redirected to a website hosted by PayPal where you may provide a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account (“Payment Provider”). Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not this Agreement to determine your rights and liabilities. By providing PayPal with your credit card number or PayPal account and associated payment information, you agree that Paypal is authorized to immediately invoice you for the donation you specify on the Website and that no additional notice or consent is required. Please note that IAM deducts an administrative fee of 10% fee from all funds received on behalf of our Model A Affiliates (including the Code Tenderloin Project), including charitable donations, grants and earned income. Affiliates are also responsible for all other applicable fees, such as PayPal, crowd-funding, payroll, and bank service fees. These administration fees help IAM cover the costs of providing Affiliate services, such as bookkeeping, donation management and donor confirmation letters, and programming workshops, as well as general expenses related to financial accounting, auditing, insurance, and IRS compliance.
PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. IAM respects the rights of intellectual property owners and asks its users to do the same. If you believe any content posted on the Website is infringing your copyright or trademark or the copyright or trademark of any third party, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Website of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Code Tenderloin’s Copyright Agent for notice of claims of copyright infringement is as follows:
Independent Arts & MediaAttn: Copyright AgentP.O. Box 420442San Francisco, CA 94142Tel: (415) 738-4975admin@artsandmedia.net
DISCLAIMER OF WARRANTIES AND CONDITIONS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK, AND THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. IAM, THE CODE TENDERLOIN PROJECT, AND THEIR PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SPONSORS, SUPPLIERS, AND LICENSORS (“IAM PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM IAM OR CODE TENDERLOIN OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
LIMITATION OF LIABILITY. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL IAM PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES IN EACH CASE WHETHER OR NOT IAM OR THE CODE TENDERLOIN PROJECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH WEBSITE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY. UNDER NO CIRCUMSTANCES WILL IAM PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF: (A) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES; AND (B) $100. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A CODE TENDERLOIN PARTY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY AN IAM PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY AN IAM PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
GENERAL PROVISIONS.
Electronic Communications. The communications between you and IAM or the Code Tenderloin Project may take place via electronic means, whether you visit Website or send IAM or the Code Tenderloin Project e-mails, or whether the Code Tenderloin Project posts notices on Website or communicates with you via e-mail. For contractual purposes, you: (a) consent to receive communications from IAM and the Code Tenderloin Project in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that IAM or the Code Tenderloin Project provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
Release. You hereby release IAM Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Website. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by an IAM Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website.
Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without IAM’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Website, please contact us at: hello@codetenderloin.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and IAM agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in San Francisco, California.
Notice. Where IAM or the Code Tenderloin Project requires that you provide an e-mail address, you are responsible for providing your most current e-mail address. In the event that the last e-mail address you provided to is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Agreement, IAM or the Code Tenderloin Project’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to IAM or the Code Tenderloin Project at the following address: 55 Taylor Street, San Francisco, CA, 94103. Such notice shall be deemed given when received by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
End of Agreement