Terms of Use - Goodcircle

These Terms of Use (“Terms of Use“) govern your access to and use of the website located at www.goodcircle.org and all services, features and content contained therein (the “Site“). The Site is owned and operated by goodcircle LLC (“goodcircle“). As used in this agreement, the words “user“, “you” and “your” mean users of the Site, and the words “we“, “us” and “our” mean goodcircle.

Please read these Terms of Use carefully before accessing or using the Site. These Terms of Use also includes the goodcircle privacy policy, which is incorporated herein by reference. These Terms of Use constitutes a valid and binding legal agreement between you and goodcircle. You may not access or use the Site if you are not at least 13 years old. If you are under 18 or not of legal age to form a binding contract in your state of residence, you must have you parent or legal guardian’s permission to access or use the Site. By accessing or using the Site, you accept, without limitation or qualification, these Terms of Use, including the goodcircle privacy policy and you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Use.

goodcircle reserves the right to modify or update these Terms of Use at any time for any reason by posting new versions as well as the right to provide additional notice of significant changes. Any changes to these Terms of Use will supersede and replace any previous Terms of Use effective immediately upon posting to this page. It is your responsibility to periodically review these Terms of Use as posted here for any changes. If we make any significant changes, we may, but are not required to, notify you by sending you an e-mail at the last e-mail address you provided to us (if any). Your use of the Site following such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. IF YOU DO NOT ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THESE TERMS OF USE AND THE GOODCIRCLE PRIVACY POLICY INCLUDING ANY CHANGES THERETO, THEN PLEASE DO NOT ACCESS OR USE THE SITE.

1. Accounts.

1.1 Account Creation and Termination. You can browse the Site without registering for an account, but in order to use certain features of the Site, you may be required to register for an account with goodcircle (a “goodcircle Account“) by providing certain information about yourself as prompted by our registration form. You represent and warrant that all registration information that you provide is truthful and accurate and does not misrepresent your identity or your affiliation with any person or organization. You are responsible for maintaining the accuracy of such information. You may request changes to your registration information and/or terminate your goodcircle Account at any time, for any reason, by sending a written e-mail request with “Update Information” and/or “Cancel Account” (as applicable) in the subject line to hello@goodcircle.org. Please allow 48 hours for updates and/or termination to take effect. Without limiting anything set out elsewhere in these Terms of Use, we may suspend or terminate your goodcircle Account at any time for any reason without affecting our rights under these Terms of Use.

1.2 Account Responsibilities. You are fully responsible for maintaining the confidentiality of your goodcircle Account login information and for all activities that occur under your goodcircle Account, including without limitation the use of your goodcircle Account by members of your household or anyone else. You agree to immediately notify goodcircle of any unauthorized use, or suspected unauthorized use of your goodcircle Account, or any other breach of security by sending an e-mail with “Unauthorized Use” in the subject line to hello@goodcircle.org. goodcircle will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2. Content and Communications.

2.1 Content. The Site may contain content that has been provided by third parties and over which goodcircle has no control, including, without limitation, information and materials provided by users, charities, for-profit entities, advertisers or other third parties. The use, posting, distribution or publication of such content on the Site does not constitute or imply an endorsement, recommendation, advice, opinion or comment by goodcircle nor is it an assurance of legality, quality or safety by goodcircle. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance place on such content by you or any user of the Site, or by anyone who may be informed of its contents.

2.2 Third Party Sites. Without limiting anything set out in Section 2.1 above, the Site may contain links to third party websites, services, and advertisements, including, without limitation, websites hosted by featured charities or for-profit businesses (collectively, “Third Party Sites“). Third Party Sites are not under the control of goodcircle and we assume no responsibility for any content or materials on or available from Third Party Sites. Your access to, and use of, all Third Party Sites is at your own risk. When you visit Third Party Sites, the terms, conditions and policies of such Third Party Site apply to your use thereof, including privacy policies and terms of service.

2.3 Modification of Site. goodcircle reserves the right, at any time, to modify, suspend, or discontinue the Site or any part thereof with or without notice to you. You agree that goodcircle will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or any part thereof and you understand and acknowledge that the Site may contain inaccuracies or typographical errors. Any future release, update, modification, or other addition to functionality of the Site shall be subject to these Terms of Use.

3. Intellectual Property Rights.

3.1 Ownership of the Site. The contents of the Site, including, without limitation, the compilation and arrangement of text, graphics, images and other materials, and the hypertext markup language (HTML), scripts, active server pages (ASP), content provided by RSS feed, Atom feed, web service feed or other web feed or other content or software used in or provided through the Site (the “Site Material“), are the exclusive property of goodcircle, our licensors, or other content suppliers and are protected by copyright under both United States and foreign laws. Unauthorized use of the Site Material may violate copyright, trademark, and other laws. Our provision of the Site does not transfer to you or any third party any right, title or interests in or to the Site Material, including, without limitation, any copyrights, patents, trademarks, trade secret or other intellectual property rights therein.

3.2 Trademarks. The trademarks, service marks, logos and other indicia of origin (collectively, the “Marks“) used in the Site are owned by goodcircle and others. No license or right to use any Marks contained in the Site is granted, whether by implication or otherwise, and any use of any Marks contained in the Site is expressly prohibited unless authorized in writing by the owner of the applicable Marks. All rights not explicitly granted herein are reserved.

3.3 Notice for Claims of Intellectual Property Violations and Agent for Notice. If you believe in good faith that any material in the Site infringes your copyright, you (or your agent) may send goodcircle’s agent for notice of claims of copyright or other intellectual property infringement (“Agent“) a written notice requesting that goodcircle remove or block access to the infringing material. Your notice to goodcircle must include the following information:

(1) an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

(2) identification of the copyrighted work or other intellectual property that you claim has been infringed upon;

(3) a description of where the material that you claim is infringing is located with sufficient detail (including applicable URL if possible) that goodcircle may find it;

(4) your address, telephone number, and e-mail address;

(5) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;

(6) information, if possible, sufficient to permit goodcircle to notify the owner/administrator of the allegedly infringing content; and

(7) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

If you believe in good faith that someone has wrongfully filed a notice of copyright infringement against you, the Digital Millennium Copyright Act (the “DMCA“) permits you to send goodcircle a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see www.loc.gov/copyright. Notices and counter-notices should be sent to our Agent: Moses & Singer, 405 Lexington Ave, New York, NY 10174

4. Donations and Fees.

4.1 Donations. All donations that you make to a project on the Site are at your own risk. goodcircle does not warrant that funds donated will be used for any particular purpose and is not responsible for any misuse of funds by the beneficiary. By donating money through the Site, 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 all donations made by you (i) are made as unrestricted gifts and may not be restricted to any particular purpose, and (ii) are final and non-refundable. In addition to these Terms of Use and http://goodcircle.org/privacy-and-terms/, donations made through PayPal are subject to PayPal’s terms and conditions, privacy policy and other applicable policies, which are available at www.paypal.com.

4.2 Tax Deductions. goodcircle makes no representation or warranty as to whether all or any portion of your donations are tax deductible. goodcircle will have no liability for any claim by any federal, state, local or other tax authority with respect to the characterization on any applicable tax return of any donation by you through the Site.

4.3 Fees. You understand that credit card processing fees and other transaction fees will be deducted from donations made to projects on the Site, as determined between goodcircle and the applicable charity.

5. Security. From time to time, goodcircle may use techniques designed to identify fraudulent activities. You agree to cooperate with any efforts as goodcircle may, in its sole discretion, deem necessary to identify attempted fraud. You further agree that if, for any reason, you or others acting on your behalf are suspected of fraud or other violations of these Terms of Use, goodcircle may, in its sole discretion, declare you to be in breach of these Terms of Use, suspend, block and/or terminate your use of the Site, and/or seek prosecution to the fullest extent of the law.

6. Indemnity. You agree to indemnify, defend and hold goodcircle, its agents, suppliers, licensees, content providers, successors and assigns, and its and their respective officers, directors, employees, contractors and agents (collectively, “Indemnified Parties“) harmless from and against any and all damages, liability, claims, actions, demands and costs, including, without limitation reasonable attorneys’ fees and costs of settlement, arising out of or related to (i) your use of the Site, the Site Material, or any element or component thereof, and/or (ii) your violation of these Terms of Use or any applicable laws, rules or regulations. goodcircle reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You further agree not to settle any matter without our prior written consent. goodcircle will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

7. Release. Without limiting anything in these Terms of Use to the contrary, you hereby release and forever discharge each of the Indemnified Parties from any and all damages, liability, claims, actions, demands and costs of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, past, present or future (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, these Terms of Use, our <Privacy Policy Link>, and/or any use or access by you of the Site, including without limitation any interactions with, or acts or omissions of, charities, for-profit businesses or other operators of Third Party Sites. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

8. Disclaimers. THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE INDEMNIFIED PARTIES EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, INTENT, USEFULNESS OR TIMELINESS OF THE SITE AND/OR THE SITE MATERIAL. FOR THE AVOIDANCE OF DOUBT, EACH OF THE INDEMNIFIED PARTIES MAKES NO REPRESENTATION OR WARRANTY THAT: (A) THE SITE WILL MEET YOUR REQUIREMENTS; (B) THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE QUALITY OF THE SITE MATERIAL WILL MEET YOUR EXPECTATIONS; (D) ANY ERRORS IN THE SITE WILL BE CORRECTED; (E) THE SITE WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE; OR (E) any of the SITE OR THE SITE Material is appropriate or may be downloaded outside of the United States. If your use of the SITE or any SITE Material results in the need for service to, or replacement of, equipment or data, GOODCIRCLE is neither responsible nor liable for those costs. Your use and browsing of, and any reliance by you upon, the SITE are at your own risk. If you are dissatisfied with the SITE or any SITE Material, or with any of the terms and conditions of thESE TERMS OF USE, your sole and exclusive remedy is to discontinue accessing and using the SITE.

9. Limitation on Liability.

9.1 TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL GOODCIRCLE, OR ANY OF THE OTHER INDEMNIFIED PARTIES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR SIMILAR DAMAGES ARISING FROM OR RELATING TO THESE TERMS OF USE OR YOUR USE OF OR ACCESS TO, OR INABILITY TO USE OR ACCESS, THE SITE, INCLUDING WITHOUT LIMITATION, DAMAGES FOR HARM TO BUSINESS, LOST PROFITS, LOST SAVINGS OR LOST REVENUES, HOWEVER SUCH DAMAGES ARE CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER ANY SUCH INDEMNIFIED PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH INJURY, DAMAGES, LOSSES OR EXPENSES.

9.2 ACCESS TO, AND USE OF, THE SITE ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. IN THE EVENT YOU TRANSMIT, INTRODUCE OR OTHERWISE CAUSE ANY TECHNICAL DISRUPTION OF THE SITE, YOU AGREE TO BE RESPONSIBLE FOR ANY AND ALL LIABILITIES AND COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND EXPENSES) ARISING FROM ANY AND ALL CLAIMS BROUGHT BY THIRD PARTIES BASED UPON SUCH TECHNICAL DISRUPTIONS. “TECHNICAL DISRUPTIONS” INCLUDE DISTRIBUTION OF UNSOLICITED ADVERTISING OR CHAIN LETTERS, PROPAGATION OF COMPUTER WORMS, VIRUSES OR OTHER HARMFUL CODE, AND/OR USING THE SITE TO MAKE UNAUTHORIZED ENTRY TO ANY OTHER MACHINE ACCESSIBLE VIA THE SITE.

9.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF THE INDEMNIFIED PARTIES TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OF US (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO FIFTY US DOLLARS ($50) AND THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

10. Term and Termination. Except as otherwise set forth herein, these Terms of Use will remain in full force and effect while you use and access the Site. We reserve the right to (a) suspend or terminate your rights to use the Site (including your goodcircle Account), or (b) terminate these Terms of Use, at any time for any reason, in our sole discretion, including for any use of, or access to, the Site in violation of these Terms of Use. Our rights under these Terms of Use will survive any termination of your goodcircle Account or these Terms of Use.

11. General.

11.1 International Access. Access to the Site may not be legal by certain persons, or in certain countries. If you access the Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of the jurisdiction in which you are then-located.

11.2 Governing Law; Jurisdiction. The Site and these terms and conditions are governed by the internal substantive laws of the State of New York without regard to conflict of law provisions. Jurisdiction for any claims arising under these Terms of Use shall lie exclusively with the state or federal courts in New York, NY. To the fullest extent permitted by applicable law, no claim under these Terms of Use may be joined to any other claim, including any legal proceeding involving any other current or former user of the Site, and no class action proceedings will be permitted. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms of Use must be filed within one (1) year after such claim or cause of action arose. This Section will survive termination of these Terms of Use.

11.3 Entire Agreement; Waiver and Severability; Assignment. These Terms of Use and the <Privacy Policy Link> constitute the entire agreement between you and goodcirle regarding the Site. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. If any provision of these Terms of Use is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms of Use, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without goodcircle’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. These Terms of Use shall be binding upon permitted assignees.