PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. THIS USER AGREEMENT (“Agreement”) IS EFFECTIVE AS OF November 1, 2016.
Terms Applicable to Everyone:
2. Who is The Impact Vine?
The Impact Vine is a crowd-funding community platform run, owned and controlled by the Community Fund of Darien, a 501(c)(3) non-profit corporation (“TCF”, and collectively with , “Website”, “we”, “our” or “us”). The goal of The Impact Vine is to bring third party non-profit organizations (“Non-Profits”) together with organizations and individuals in the community interested in making, or who have made donations to the Non-Profits, whether through individual donations or gift-matching contributions (“Donors”) in order to provide such Non-Profits with the money they need to fund specific projects posted on the Services (“Projects”).
3. Website Access. The Impact Vine provides you with access to an online platform which contains text, pictures, photographs, audio and video, graphics, logos, marks, images and internet sites, (collectively, “Content“), as well as software used to run and display the Content, and provide other functionality, including www.The Impact Vine (“Software“, and together with the Content, “Services”), all of which are subject to this Agreement. Unless stated otherwise, any new Services added by Website and all revisions, modifications, and enhancements to the Services will be covered by this Agreement effective upon the date of each such addition.
4. Updates and Amendments. The Impact Vine reserves the right to update and/or amend this Agreement from time to time, in whole or in part, without notice. Periodically when appropriate, you should revisit this page to familiarize yourself with the terms and conditions of this Agreement. When using the Services, you agree that you are subject to any additional terms and conditions posted by The Impact Vine elsewhere on the Services, which are hereby incorporated by reference to this Agreement.
5. Eligibility to use the Services. Use of the Services is void where prohibited. By using the Services, you represent and warrant that (1) all information you submit is truthful and accurate; (2) you are 18 years of age or older or have received parental consent and supervision when using the Services; and (3) your use of the Services does not violate any applicable law or regulation. Your use of the Services may be terminated without warning if we believe you are in violation of any of these conditions.
a. Subject to this Agreement, The Impact Vine grants you a limited, non-exclusive, non-transferable, and revocable license to use the Services.
b. You grant to The Impact Vine a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating to the Services.
c. The Services contain content owned or licensed by The Impact Vine and/or TCF (“Website Content“). Website Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and The Impact Vine, The Impact Vine owns and retains all rights in The Impact Vine Content and the Services. Except as otherwise set forth herein, you will not (a) reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit The Impact Vine Content, (b) use the Services to store or transmit Malicious Code (e.g., any code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses), (c) use the Services to violate any law or government regulation, or use the Services for any other illegal purpose, (d) interfere with or disrupt the integrity or performance of the Services, (e) attempt to gain unauthorized access to the Services or any related systems or networks, (f) copy or distribute the Services or any part, feature, function or User interface thereof, (g) frame or mirror any part of any Service, (h) access the Services in order to build a competitive product or service, or (i) reverse engineer the Services (to the extent such restriction is permitted by law).
d. You may use The Impact Vine Content for your charitable purposes, including to spread and promote awareness of Website, and to further charitable purposes relevant to your nonprofit, provided you do not delete or change any copyright, trademark, or other proprietary notices. For the avoidance of doubt, non-commercial use includes use for charitable purposes. You will not otherwise remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the The Impact Vine Content. The The Impact Vine name and logo are trademarks of The Impact Vine, and may not be copied, imitated or used for commercial purposes other than as specifically set forth herein, in whole or in part, without the prior written permission of The Impact Vine. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of The Impact Vine, and may not be copied, imitated or used, in whole or in part, without prior written permission from The Impact Vine. For the avoidance of doubt, written permission includes the specific stated uses contained in this Agreement.
e. You agree that any wrongful use or misappropriation of The Impact Vine Content in violation of this Agreement constitutes irreparable harm to The Impact Vine and that money damages are inadequate and insufficient to remedy such harm.
f. To the extent that you are using the Services on behalf of another User or group of Users, you will (a) be responsible for those Users’ compliance with this Agreement, (b) be responsible for the accuracy and legality of any data that you submit to the Site, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify The Impact Vine promptly of any such unauthorized access or use, (d) and use Services only in accordance with this Agreement and any applicable laws and government regulations.
g. Although it is The Impact Vine intention for the Services to be available as much as possible, there will be occasions when the Services may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.
h. The Impact Vine attempts to ensure that information provided on or in connection with the Services is complete, accurate and current. Despite our efforts, such information may occasionally be inaccurate, incomplete or out of date. Accordingly, The Impact Vine makes no representation as to the completeness, accuracy or currentness of such information. Such information is also subject to change at any time without notice. The Services, may be changed or updated by us from time to time, without notice. Although we cannot monitor the conduct of users of the Services, it is a violation of this Agreement to use the Services or any information obtained from the Services in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit or sell to any person featured in the Services. Any unauthorized use of the Services, the Content or Software may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes.
a. Indemnification. You agree to defend (at The Impact Vine request), indemnify and hold The Impact Vine harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities in using Services or those conducted on your behalf): (i) your access to or use of the Services; (ii) your breach or alleged breach of this Agreement; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property, or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by The Impact Vine in the defense of any claim. The Impact Vine reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of The Impact Vine.
b. Limitation Of Liability; Waiver.
UNDER NO CIRCUMSTANCES WILL The Impact Vine BE LIABLE TO YOU FOR ANY LOSS, DAMAGE (WHETHER DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER THAT IS DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICES; (B) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICES; (C) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY The Impact Vine OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE SERVICES; (D) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (E) ANY ERRORS OR OMISSIONS IN THE SERVICE’S OPERATION; OR (F) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF The Impact Vine HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL The Impact Vine BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL The Impact Vine’s TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION, IF ANY, EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF The Impact Vine’s ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY MOBILE APPLICATION, WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY The Impact Vine, AND YOU WILL HAVE NO RIGHTS TO ENJOIN, RESTRAIN OR IN ANY OTHER WAY INHIBIT THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY WEBSITE.
BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
The Impact Vine IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE The Impact Vine, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
c. No Warranties.
THE SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, The Impact Vine DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICES OR (B) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO The Impact Vine OR VIA THE SERVICES. IN ADDITION, The Impact Vine HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
The Impact Vine DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT EITHER THE SERVICES OR THE SERVER THAT MAKES THE SERVICES AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. The Impact Vine DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICES IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. The Impact Vine DOES NOT WARRANT THAT YOUR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND The Impact Vine SPECIFICALLY DISCLAIMS SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THIS AGREEMENT.
BY ACCESSING OR USING THE SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICES.
The Impact Vine DOES NOT ENDORSE THIRD PARTY OR USER-GENERATED CONTENT AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM THAT CONTENT.
8. Third Party Websites. The Services may provide links to other websites (“Linked Sites“) as a convenience to you. Such Linked Sites are not maintained by The Impact Vine, and therefore The Impact Vine is not responsible for the content, products, veracity of information, services, policies or activities of those Linked Sites. The inclusion of any link to such Linked Sites does not imply endorsement by The Impact Vine of such Linked Sites.
9. Third Party Websites Seeking to Hyperlink to the Sites. You may publish appropriate hyperlinks to the Services on third party websites, provided that you abide by the terms and conditions set forth herein. By publishing a hyperlink to the Services on a third party website, you warrant that the content of your third party site is appropriate and consistent with the stated purposes of the Services and The Impact Vine. If this is not the case, please do not link to the Services in any way. The Impact Vine reserves the right to rescind the right to link to its Services at its sole discretion.
Use of any The Impact Vine trademark, service mark or other intellectual property or content provided by The Impact Vine for a hyperlink to the Services is permitted and licensed by The Impact Vine, but solely for the purposes described on the Services, and you shall not otherwise copy, modify, publish, use or distribute such trademarks, service marks or other intellectual property or content. Upon request by The Impact Vine, you shall immediately remove any hyperlink to the Services, and discontinue use of any trademarks, service marks or other intellectual property or content provided by The Impact Vine.
10. Email Communications. From time to time, The Impact Vine or a third party on The Impact Vine’s behalf may send you emails regarding important information regarding your use of the Services. Even if the electronic communication system that sends such emails to your account contains an “opt-out” feature, you acknowledge and agree that it is your responsibility to be aware of the information contained in these emails.
11. Use of Materials. In addition to the rights of The Impact Vine described elsewhere in this Agreement, you agree that you may use descriptions of proposed activities, photographs, thank-you notes and other materials that The Impact Vine may send you regarding any project you fund only for your charitable purposes, including to spread and promote awareness of The Impact Vine, and to further charitable purposes relevant to your nonprofit. Recognizing the critical importance of these restrictions in protecting the rights and privacy of the participants, you agree that any breach by you of any of these restrictions may cause The Impact Vine and others to suffer irreparable loss, damage and harm in an amount not easily ascertained, and therefore agree that The Impact Vine may immediately seek an injunction against you to stop your distribution, display, or copying of any such materials and you waive any objection to the scope or venue of such an action.
12. State Fundraising Notices to all Donors and Non-Profits: Although our financial report is always sent free to anyone requesting a copy, certain States require us to advise you that a copy of our financial report is available from them. Registration with the Secretary of State or Attorney General of any state does not imply endorsement by such body.
a. [Colorado: Colorado residents may obtain copies of registration and financial documents from the office of the secretary of state by calling (303) 894-2200 or on the web at www.sos.state.co.us. REGISTRATION BY THE SECRETARY OF STATE IS NOT AN ENDORSEMENT OF EITHER THE PAID SOLICITOR OR THE ORGANIZATION OR CAUSE THE SOLICITOR REPRESENTS.
b. Florida: A COPY OF THE OFFICIAL REGISTRATION AND FINANCIAL INFORMATION MAY BE OBTAINED FROM THE DIVISION OF CONSUMER SERVICES BY CALLING TOLL-FREE WITHIN THE STATE 1-800-435-7352. REGISTRATION DOES NOT IMPLY ENDORSEMENT, APPROVAL, OR RECOMMENDATION BY THE STATE. The Community Fund of Darien is a 501(c)(3) corporation incorporated in the state of Connecticut.
c. Maryland: A copy of the current financial statement of The Community Fund of Darien is available by writing to our National Office at 134 West 37th Street, 11th Floor, New York, NY 10018 or by calling (212) 239-3615. Documents and information submitted under the Maryland Solicitations Act are also available, for the cost of postage and copies, from the Maryland Secretary of State, State House, Annapolis MD 21401, (410) 974-5534.
d. Mississippi: The official registration and financial information of The Community Fund of Darien may be obtained from the Mississippi Secretary of State’s office by calling 1-888-236-6167. Registration by the Secretary of State does not imply endorsement by the Secretary of State.
e. New Jersey: INFORMATION FILED WITH THE ATTORNEY GENERAL CONCERNING THIS CHARITABLE SOLICITATION MAY BE OBTAINED FROM THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY BY CALLING (973) 504-6215. REGISTRATION WITH THE ATTORNEY GENERAL DOES NOT IMPLY ENDORSEMENT.
f. New York: A copy of the latest annual report of The Community Fund of Darien may be obtained, upon request, by writing our National Office at 134 West 37th Street, 11th Floor, New York, NY 10018, or from the New York State Attorney General’s Charities Bureau, Attn: FOIL Officer, 120 Broadway, New York, New York 10271.
g. North Carolina: FINANCIAL INFORMATION ABOUT THIS ORGANIZATION AND A COPY OF ITS LICENSE ARE AVAILABLE FROM THE STATE SOLICITATION LICENSING BRANCH AT (919) 807-2214. THE LICENSE IS NOT AN ENDORSEMENT BY THE STATE.
h. Pennsylvania: The official registration and financial information of The Community Fund of Darien may be obtained from the Pennsylvania Department of State by calling toll free, within Pennsylvania, 1 (800) 732-0999. Registration does not imply endorsement.
i. Virginia: A financial statement is available, upon request, from the State Office of Consumer Affairs in the Department of Agriculture and Consumer Services.
j. Washington: Additional financial disclosure information may be obtained from the Secretary of State by calling (360) 753-0863, or toll-free within Washington, (800) 332-GIVE.
k. West Virginia: West Virginia residents may obtain a summary of the registration and financial documents from the Secretary of State, State Capitol, Charleston, West Virginia 25305. Registration does not imply endorsement.
13. Website Responsibilities and Terms.
a. Gift Matching. The Impact Vine provides the opportunity for gift matching of Donor gifts, in The Impact Vine sole discretion. Donors may specify which Non-Profit or Project would receive any discretionary gift match, or leave this decision to The Impact Vine discretion.
b. Donor Information. TCF will not use Donors’ or Non-Profits’ contact information to independently solicit donations from Donors, directly or through The Impact Vine, except that The Impact Vine may send periodic communications describing the status of any Projects to which a Donor has made a donation and/or describing projects similar to those to which a Donor has made a donation. TCF and/or The Impact Vine may also use Donors’ contact information for purposes of Donor and Non-Profit Analytics.
c. Funding. The Impact Vine will keep accurate records of all donations given to fund a particular Project. Once a Project has reached its funding goal as outlined in a Proposal (as defined herein) for each Project, TCF will cut a check and send such check to the Non-Profit at the address provided during registration.
d. User Terminations. The Impact Vine reserves the right to, in its discretion, terminate the user accounts and exclude any Donors or Non-Profits from its Services at any time for any reason.
14. General Provisions.
a. Term and Termination. This Agreement commences on the date you first register a user account via the Services and continues for as long as you continue to use the Services. Website reserves the right to terminate this Agreement and/or your user account at any time for any reason without notice to you. Upon termination of this Agreement, any rights of use associated with your account will be terminated and all of your access to the Services will be revoked as of the date of such termination.
b. ARBITRATION NOTICE: EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND The Impact Vine AND/OR TCF WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
i. Except for disputes relating to your or The Impact Vine’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents) (“Excluded Disputes“), you agree that all disputes between you and The Impact Vine (whether or not such dispute involves a third party) with regard to your relationship with The Impact Vine, including without limitation disputes related to this Agreement, your use of the Services, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association’s rules for arbitration of consumer-related disputes and you, Website hereby expressly waive trial by jury. Such arbitration shall take place in the State of Connecticut unless the parties agree otherwise. You and The Impact Vine will not participate in a class action or class-wide arbitration for any claims covered by this Agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if The Impact Vine s a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement.
ii. You may opt out of this agreement to arbitrate. If you do so, you, The Impact Vine cannot require the other to participate in an arbitration proceeding. To opt out, you must notify The Impact Vine in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out:
The Impact Vine: Arbitration Opt-out
The Community Fund of Darien
P.O. Box 926
Darien, CT 06820
Attention: Chair of the Board and Executive Director
You must include your name and residence address, the email address you use for your Website account, and a clear statement that you want to opt out of this arbitration agreement.
iii. This arbitration agreement will survive the termination of your relationship with Website.
c. Governing Law and Jurisdiction. This Agreement and every aspect of The Impact Vine relationship with you shall be governed by the laws of the state of Connecticut, without regard to choice or conflicts of law rules AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. For any action at law or in equity relating to the arbitration provision of this Agreement, the Excluded Disputes or if you opt out of the agreement to arbitrate, you agree to resolve any dispute you have with The Impact Vine exclusively in a state or federal court located in the State of Connecticut, and to submit to the personal jurisdiction of the courts located in Connecticut for the purpose of litigating all such disputes.
d. Notice for California Residents. Under California Civil Code Section 1789.3, California Users are entitled to the following consumer rights notice: If You have a question or complaint regarding the Services, please contact The Impact Vine by writing to the Chair of the Board and the Executive Director of CFD at the address in Section 14(b)(ii) above. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
e. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
f. Time Limitation. You agree that any claim that you may have arising out of or related to your relationship with The Impact Vine must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
h. Territorial Restrictions.
i. The information provided within the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject The Impact Vine to any registration requirement within such jurisdiction or country. The Impact Vine reserves the right to limit the availability of the Services or any portion of the Services, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature The Impact Vine provides.
ii. Software related to or made available by the Services may be subject to United States export controls. Thus, no software from the Services may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading any software related to the Services, You represent and warrant that You are not located in, under the control of, or a national or resident of, any such country or on any such list.
iii. This Agreement was written in English (US). To the extent any translated version of this Agreement conflicts with the English version, the English version controls.
j. Assignment. The Impact Vine may freely assign its rights or obligations hereunder at any time for any reason. You may not assign any of your rights or obligations hereunder, whether voluntarily, by operation of law or otherwise, without the prior written consent of The Impact Vine. Any purported assignment or delegation by you without the appropriate prior written consent of Website will be null and void.
k. Third-Party Beneficiaries. There are no intended third-party beneficiaries under this Agreement.
l. No Waiver. The Impact Vine’s failure to insist upon or enforce strict performance of any provision of this Agreement will not be construed as a waiver of any provision or right. No waiver of any of this Agreement will be deemed a further or continuing waiver of such term or condition or any other term or condition.
m. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, the parties nevertheless agree that such portion will be deemed severable from this Agreement and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of this Agreement remain in full force and effect.
Terms Applicable to Donors and Gift Matchers
Thank you for your interest in funding a Project through The Impact Vine and the Services, either by individual donation or through a gift match. By putting money toward a project or creating a new account on the Services, the following additional terms of this Agreement apply to you:
1. Donor Representations In addition to the representations and warranties contained herein that are applicable to all users of the Services, you represent, warrant and agree that:
i. All information you provide to The Impact Vine is accurate, and you will update the information to keep it accurate;
ii. You have full rights to any ideas, descriptions, materials, and photos you submit to The Impact Vine, and that you (and not The Impact Vine) are solely responsible for such submission, including its legality and appropriateness, and that all such materials are your original creations and use by The Impact Vine will not infringe on any rights of any third party;
iii. Any donation you make is legal in your jurisdiction;
iv. To the extent that you are an entity, any donation you make is permitted by your formation documents and does not cause any breach of any formation document or other agreement to which you are a party; and
v. If you make a donation in honor of a named person (for example, contributing funds to honor someone’s birthday, anniversary or other special event), you have permission of the named person (or permission of their parent, if a minor) to provide their name and other required information for display on the Services.
2. Donor Responsibilities
i. You will be responsible for the use and maintenance of the confidentiality of your user ID and password (which you will receive upon completing the process of registering as a Donor) for access to Donor-restricted portions of the Services, and shall not share your ID and password with anyone else. You agree not to use the account, username, or password of another Donor or Non-Profit at any time or to disclose your password to anyone else. You agree to exit from your account at the end of each session and to immediately notify The Impact Vine of any unauthorized use of your password or account. You are solely responsible for any and all use of your account and for any actions that take place using your account.
3. Changes to Projects. Sometimes the specific components included in a Non-Profit’s Project proposal (“New Proposal”) change after The Impact Vine receives your donation. In the unusual case that this happens, The Impact Vine will review the Proposal. If our review determines the New Proposal is reasonably similar to the Non-Profit’s original Project proposal (“Original Proposal”), we will use the funds that you donated to pay for the New Proposal. If we determine that the New Proposal is not reasonably similar to the Original Proposal, we will return your donation in the form of a The Impact Vine Credit in the amount of your donation (“Credit”). You may use this Credit to fund an alternate Project within 30 days of receiving the Credit. After 30 days, Website will apply the account credits, in The Impact Vine’s sole discretion to a project in urgent need, on behalf of the Donor.
4. Project Terminations. The Impact Vine reserves the right to terminate any Project posting at any time, in its sole discretion. In the event that a Project posting is terminated, or is otherwise unable to move forward, we will return your donation as a Credit that you may use to fund an alternate Project within 30 days of receiving the Credit. After 30 days, The Impact Vine will apply the account credits, in The Impact Vine sole discretion to a project in urgent need, on behalf of the Donor.
5. Donor Disclaimers. In the event a campaign is not successful, the funds raised will be set aside and earmarked for the organization, which will be encouraged to post another campaign and reach their fundraising goal. When the organization’s next campaign goes live donors will be contacted and asked to transfer their donation. Donors will also have the option to transfer their donation to a different project on The Impact Vine. After 90 days unused funds will be automatically allocated to another project by The Impact Vine.
6. Project Success. The Impact Vine is not responsible for the success of any proposed or funded projects or for the activities (or lack thereof) of the Non-Profits or community members participating in any proposed or funded projects.
Gift Matching Policies . If you provide any gift matching support to any Projects, the Terms Applicable to Donors and Gift Matchers, above, also applies to you, and you agree to be bound by the terms of such policies as set forth herein.
Terms Applicable to Non-Profits .
Thank you for your interest in submitting a Project to The Impact Vine. By clicking the “I Agree” button during the process to sign up for posting Projects, you hereby agree to the Guidelines, and the following additional terms of the Agreement also apply to you:
a. Non-Profit Representations. In addition to the representations and warranties contained herein that are applicable to all users of the Services, you represent, warrant and agree on an ongoing basis that:
i. Your mission includes providing services to individuals within the state of Connecticut;
ii. The activity you propose is legal, all information you provide to The Impact Vine is accurate, and you will promptly update the information to keep it accurate;
iii. Any proposals you submit are solely for your organization and are not on behalf of any other organization;
iv. Your organization has been in existence for at least two (2) years;
v. You will email or otherwise communicate with individuals on your contact lists to solicit donations and support for any Projects that you post; and
vi. You have full rights to any ideas, descriptions, materials, and photos you submit to TheImpactvine, and that you (and not The Impact Vine) are solely responsible for such submission, including its legality and appropriateness, and that all such materials are your original creations and use by TheImpactvine will not infringe on any rights of any third party.
vii. You are a charity, non-profit or other tax exempt organization (a “Qualified Organization”) and contributions to you are tax-deductible.
b. Non-Profit Responsibilities.
i. You are responsible for the use and maintenance of the confidentiality of your user ID and password for access to Non-Profit-restricted portions of the Services, and shall not share your ID and password with anyone else. You agree not to use the account, username, or password of another User at any time or to disclose your password to anyone else. You agree to only have one account; please note that multiple accounts are prohibited. You agree to exit from your account at the end of each session and to immediately notify The Impact Vine of any unauthorized use of your password or account. You are solely responsible for any and all use of your account and for any actions that take place using your account.
ii. You are responsible for writing and posting a description of your Project, including requested funding amount, project purpose, intended audience (“Proposal”); submitting pictures in conjunction with your Proposal; and sending an electronic communication along with a picture of your completion of any Project, thanking donors for their donations. You agree that you will not provide any personal or other identifying information of any individual in any materials that you send to Donors, other than information regarding the specific Donor to whom you are sending such materials.
iii. If your proposal is posted on the Services and funded, you agree to use the materials or funds received solely as stated in your Proposal and in a manner directed by The Impact Vine. You agree that requested resources will be used by your organization as described in your proposal. You will make a reasonable effort to take photos of the Project as it is completed, and post such photos to website within five days of confirmation to The Impact Vine of project completion. You will use The Impact Vine’s funds and materials only for the project TheImpactvine has approved, and agree to follow all other instructions as provided or directed by Website regarding the funded activity. You understand that the promptness and thoroughness with which you return the photographs and thank-you notes may affect Proposals submitted in the future.
iv. You agree that you will not independently solicit donations outside of your use of The Impact Vine for Projects that you post to The Impact Vine.
v. You further agree that once you post a Project to The Impact Vine, you will post a link to the Project on your Non-Profit website, directing your own donors to your Project.
c. Rights You Grant to The Impact Vine. While you retain ownership in the works you create such as the proposal submissions, all information or materials created by you and communicated or submitted to The Impact Vine through the Services and all materials which you send to The Impact Vine and/or Donors after the completion of a project, you hereby grant to The Impact Vine a perpetual, irrevocable, worldwide, non-exclusive, fully paid and fully sublicensable license to use the submission and project materials, and portions thereof, in furtherance of The Impact Vine’s purposes and activities and to promote TheImpactvine and its programs, in any medium, and The Impact Vine may copy, publish, display, create derivative works and make other uses of the submission and project materials (in whole or in part) and license others to do the same, for TheImpactvine purposes, whether or not your proposal is funded.
d. Confidentiality. The Impact Vine will not be required to treat any Submission or Project Materials as confidential.