Spay FIRST!, Inc. (“Spay FIRST!,” “we,” “us,” or “our”) welcomes you. We invite you to access and use our online services (the “Services”), which are made available to you through a variety of platforms, including http://www.charitynavigator.org (the “Website” and collectively with any such other platforms, the “Platform”).
1. DESCRIPTION AND USE OF SERVICES
Spay FIRST! helps donors make informed giving decisions and enables charities to demonstrate their commitment to proper stewardship by, among other thing, evaluating and publishing financial ratings of charities through a searchable database of information that Spay FIRST! has collected, compiled, and assembled about Section 501(c) organizations (the “Spay FIRST! Database”).
We provide Visitors, Registered Users, and Charity Representative Users with access to the Services as described in this Agreement.
Visitors. Visitors, as the term implies, are people who don’t register with us, but want to poke around and see what the Services are all about. No login is required for Visitors. Visitors can: (a) view all publicly-available content, including, without limitation, the Spay FIRST! Database; (b) access and/or submit content to certain third-party applications (for example, by making donations and writing reviews of charities) (the “Third-Party Applications”); and (c) e-mail us.
Registered Users. Login is required for all Registered Users, who can do all the things that Visitors can do, and: (a) flag charities of interest in their own charity “portfolio”; (b) let friends and families know what charities are of interest to them; (c) view up to three (3) years of ratings and financial data for each charity; (e) update their accounts; and (f) sign up for Spay FIRST!’s newsletter, alerts, and other notifications.
Charity Representative Users. Each charity is permitted to designate an official representative to manage its Spay FIRST! profile, who can do all the things that Registered Users can do, and: (a) update basic information about the applicable charity; (b) leave comments on the charity’s page about its current rating; and (c) updating accountability and transparency data in the Spay FIRST! Database. For purposes of this Agreement, unless otherwise herein stated, the term “Registered User” shall include Charity Representative Users.
Spay FIRST! is under no obligation to accept any individual as a Registered User, and may accept or reject any registration in its sole and complete discretion. In addition, Spay FIRST! may deactivate any account at any time, including, without limitation, if it determines that a Registered User has violated this Agreement.
2. COMMUNITY GUIDELINES
Spay FIRST!’s community, like any community, functions best when its users follow a few simple rules. By accessing and/or using the Services, you agree to comply with these community rules, including when you access Third-Party Applications through the Platform, and that:
- You will not use the Services for any unlawful purpose;
- You will not upload, post, e-mail, transmit, or otherwise make available any content that:
- infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
- is defamatory, libelous, knowingly false, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
- discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
- You will not “stalk,” threaten, or otherwise harass another;
- Please be courteous, because everyone wants to be treated with respect, and showing respect to others makes the community better for all members;
- Don’t spam or use the Services to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, website, or company; or engaging in any pyramid or other multi-tiered marketing scheme;
- You will not access or use the Services to collect any market research for a competing businesses;
- You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You will not interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means;
- You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Services; and
- Please let us know about inappropriate content. If you find something that violates our community guidelines, let us know, and we’ll review it (provided, however, that Spay FIRST! may not be able to and shall not be required to monitor or remove any content submitted through a Third-Party Application).
We reserve the right, in our sole and absolute discretion, to deny you access to the Services, or any portion of the Services, without notice, and to remove any content that does not adhere to these guidelines.
The Services are available for individuals aged 13 years or older. If you are 13 or older, but under the age of 18, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.
4. SIGN-IN NAME; PASSWORD; UNIQUE IDENTIFIERS
During the registration process for Registered Users, we will ask you to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Registered User. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Services using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason. Spay FIRST! will not be liable for any loss or damage caused by any unauthorized use of your account.
5. INTELLECTUAL PROPERTY
The Services contain material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Spay FIRST! (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website, other than through the Third-Party Applications, or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the Content and the Services automatically terminates and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of Spay FIRST! (“Spay FIRST! Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Spay FIRST!. Other company, product, and service names located on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with the Spay FIRST! Trademarks, the “Trademarks”). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. All goodwill generated from the use of Spay FIRST! Trademarks inures to our benefit.
Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
Notwithstanding anything in this Section to the contrary, any charity that earns Spay FIRST!’s “Four Star” rating (the “Four Star Rated Charity”) may use Spay FIRST!’s Four Star logo (the “Four Star Logo”) for so long as the Four Star Rated Charity holds the Four Star rating, pursuant to and in accordance with the terms set forth at http://www.charitynavigator.org/index.cfm?bay=content.view&cpid=138&print=1 or such other URL designated by Spay FIRST! from time to time, where information describing the terms by which Spay FIRST! will grant charities limited rights to use the Four Star Logo is published. Spay FIRST! may modify such terms at any time by posting a modification on such URL, and any such modification shall go into effect thirty (30) days after it is so posted. It is the Four Star Rated Charity’s responsibility to check for such modifications on a regular basis.
Further, notwithstanding anything in this Section to the contrary, any party that chooses to include a hyperlink to the Website (the “Linking Party”), may use certain Spay FIRST! logos (the “Linking Logos”) in accordance with the terms set forth at http://www.charitynavigator.org/index.cfm?bay=content.view&cpid=137 or such other URL designated by Spay FIRST! from time to time, where information describing the terms by which Spay FIRST! will grant parties limited rights to use the Linking Logos is published. Spay FIRST! may modify such terms at any time by posting such modification on such URL, and any such modification shall go into effect thirty (30) days after it is so posted. It is the Linking Party’s responsibility to check for such modifications on a regular basis.
6. USER SUBMISSIONS; LICENSES
As noted above, the Services provide Visitors and Registered Users the ability to post and upload user content (“User Content”). You expressly acknowledge and agree that once you permit your User Content to be viewed by others, it will be accessible and viewable by them.
You retain all copyrights and other intellectual property rights in and to your own User Content. You do, however, hereby grant us a non-exclusive, royalty-free, perpetual, transferable, sublicensable license to modify, compile, combine with other content and data, copy, record, synchronize, format, and index your User Content and display, perform, commercialize, and make it available to others in all media now known or hereafter devised, including, without limitation, through the Platform.
If you submit User Content to us, each such submission constitutes a representation and warranty to Spay FIRST! that such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the User Content under the prior paragraph, and that it and its use by Spay FIRST! does not and will not violate our community guidelines.
7. COMMUNICATIONS WITH US
Although we encourage you to contact us, we do not want you to, and you should not, send us any content that contains confidential information. With respect to all communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without any payment or obligation to you.
8. NO WARRANTIES; LIMITATION OF LIABILITY
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENTS OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE CONTENT (INCLUDING, WITHOUT LIMITATION, ANY REVIEWS, RATINGS, OR FINANCIAL DATA), OR THE USER CONTENT. WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE SERVICES FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE CONTENT, THE SERVICES, AND THE USER CONTENT AT YOUR OWN RISK.
WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SERVICES, ITS SERVERS, ITS CONTENT, OR THE USER CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE CONTENT, THE USER CONTENT, OR THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.
THE CONTENT, THE USER CONTENT, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE, INABILITY TO USE, DISCLOSURE, DISPLAY, OR MAINTENANCE OF ANY CONTENT, USER CONTENT, OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR OTHER ERRORS LISTED ON THE SERVICES. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SERVICES AT ANY TIME WITHOUT NOTICE.
9. EXTERNAL SITES
The Services may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
10. REPRESENTATIONS; WARRANTIES; AND INDEMNIFICATION
(a) You hereby represent, warrant, and covenant that:
- You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content and any other works that you incorporate into your User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder;
- Use of your User Content in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
- You shall not submit to the Services any User Content that violates our community guidelines set forth above.
(b) You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your access to, use, or misuse of the Content, the User Content, or the Services, and (iii) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
11. COMPLIANCE WITH APPLICABLE LAWS
The Services are based in the United States. We make no claims concerning whether the Content and/or the User Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Services, the Content, or the User Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
12. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.
13. DIGITAL MILLENNIUM COPYRIGHT ACT
Spay FIRST! respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or User Content deemed to have been posted or distributed in violation of any such laws.
Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
Spay FIRST!, Inc.
PO Box 20493
Oklahoma City, OK 73154
If you believe that your work has been copied on the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a 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; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
This Agreement is governed by the internal substantive laws of the State of New Jersey, without respect to its conflict of laws provisions. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New Jersey; and (ii) that the Services shall be deemed passive that do not give rise to personal jurisdiction over Spay FIRST!, either specific or general, in jurisdictions other than New Jersey. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction or terminated in accordance with the Termination provision above, the invalidity or termination of such provision shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “User Submissions; Licenses,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Representations; Warranties; and Indemnification,” “Termination of the Agreement,” and “Miscellaneous.”
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.