TERMS OF SERVICE

Last Revised on 06/05/2020

Welcome to the Terms of Service (these “Terms”) for the website [needslist.co] (the “Website”), operated on behalf of NeedsList Public Benefit Corporation (“NeedsList”, “we” or “us”), and the content, tools, features and functionality offered on or through our Website (collectively, together with the Website, the “Services”).

These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.

For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company, organization or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity's behalf.

If you or your employer or another business entity granting you access to the Services has entered into a separate subscription agreement with us for use of the Services (the “Subscription Agreement”), then in the event of a conflict between these Terms and the Subscription Agreement, the terms of the Subscription Agreement will control.

 

Please note that Section 8 contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree (a) to resolve all disputes with us through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) that you waive your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt-out of arbitration as explained in Section 8.

 

 

TABLE OF CONTENTS

1. WHO MAY USE THE SERVICES
2. USER ACCOUNTS
3. LOCATION OF OUR PRIVACY POLICY
4. RIGHTS WE GRANT YOU
5. OWNERSHIP AND CONTENT
6. THIRD PARTY SERVICES AND MATERIALS
7. DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION
8. ARBITRATION AND CLASS ACTION WAIVER
9. ADDITIONAL PROVISIONS

1. Who May Use the Services

You must be [18] years of age or older to use the Services. By using the Services, you represent and warrant that you meet these requirements.

2. User Accounts

1. Creating and Safeguarding your Account.  To use the Services, you may need to create an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update your Account [through the “Account Settings” page]. You are solely responsible for any activity on or identified with your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You must immediately notify us at [info@needslist.co] if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.

3. Location of Our Privacy Policy

1. Privacy Policy.  Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at  [community.needslist.co/content/privacy-policy]

4. Rights We Grant You

1. Access Grant.  Subject to your compliance with these Terms, NeedsList hereby grants to you a limited, worldwide, royalty-free, non-assignable, non-sublicensable, non-transferrable and non-exclusive right to access and use the Services for the sole purpose of facilitating and/or participating in responses to one or more humanitarian issues or causes (each, an “Issue”). Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that NeedsList, in its sole discretion, may elect to take.
2. Restrictions On Your Use of the Services.  You may not do any of the following, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:
   1. download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services;
   2. duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or access or use the Services to develop competitive products or services, or attempt to do any of the same;
   3. use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
   4. use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
   5. exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation; 
   6. access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same;
   7. attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
   8. circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
   9. use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same; 
   10. introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
   11. create a false identity, impersonate another person or entity or otherwise misrepresent who you are or your affiliation with a person or entity through the Services;
   12. distribute or post spam, chain letters, pyramid schemes, or similar communications through the Services, or use the Services for illegal, harassing, unethical or disruptive purposes; 
   13. violate any applicable law or regulation or any third party’s rights, including any breach of confidentiality, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, in connection with your access to or use of the Services; or
   14. access or use the Services in any way not expressly permitted by these Terms. 

5. Ownership and Content

1. Ownership of the Services.  The Services, including their "look and feel" (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that NeedsList and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests.  We and our licensors reserve all rights in connection with the Services and its content (other than Your Content), including, without limitation, the exclusive right to create derivative works.
2. Ownership of Trademarks.  NeedsList’s name, NeedsList’s logo and all related names, logos, product and service names, designs and slogans are trademarks of NeedsList or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. 
3. Ownership of Feedback.  We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback is gratuitous, without restriction and does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of NeedsList, and NeedsList may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to NeedsList any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property right), and waive all moral rights, that you may have in and to any and all Feedback.
4. Your Content License Grant.  In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Services, including for inclusion as a need or offer for a particular Issue (“Your Content”). As a condition of your use of the Services, you hereby grant us a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicenseable license to access, use, host, cache, store, reproduce, transmit, display, publish and distribute Your Content in connection with the Services. As part of the foregoing license grant you agree that (a) the other users of the Services shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the Services. By posting or submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not:
   1. contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above;
   2. contain material that is harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, deceptive, misleading or otherwise inappropriate or objectionable;
   3. create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, or physical or mental illness;
   4. create a risk of any other loss or damage to any person or property; or
   5. contain material that is illegal, which you do not have a right to make available under any law or under contractual or fiduciary relationships, or that is not correct or current.
5. Notice of Infringement – DMCA Policy

If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:

1. 1. 1. identification of the copyrighted work that is claimed to be infringed;
      2. identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;
      3. information for our copyright agent to contact you, such as an address, telephone number and e-mail address;
      4. a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
      5. a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
      6. the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

Notices of copyright infringement claims should be sent by mail to: NeedsList,by e-mail to [info@needslist.co].  It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.

A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.

6. Third Party Services and Materials

Use of Third Party Materials in the Services.  Certain Services may display, include or make available content, data, information, applications or materials from third parties (“<strong>Third Party Materials</strong>”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that NeedsList is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you. If you have any complaints in connection with any Third Party Materials or third-party website, please contact the applicable third party directly, or contact your state Attorney General, the Federal Trade Commission at <a data-cke-saved-href=" www.ftc.gov="">www.ftc.gov or the appropriate regulatory body in your jurisdiction.

7. Disclaimers, Limitations of Liability and Indemnification

1. Role of NeedsList.  Your access to and use of the Services are at your own risk. You understand and agree that NeedsList is offering the Services as a technical solution to facilitate responses to Issues and that NeedsList is not responsible for community participation in the Services, including but not limited to, the onboarding of users onto the Services and the creation, fulfillment, monitoring or verification of needs or offers on the Services, and that NeedsList is not responsible for the acts or omissions of any other users or other third parties in connection with their access and use of the Services. NeedsList enables the matching of needs with offers via the Services, but it is a user's responsibility to investigate independently and satisfy himself or herself as to the identity of another user and the veracity of any needs or offers posted on an Issue page. To the maximum extent permitted by law, NeedsList, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “NeedsList Entities”) hereby disclaim all representations and warranties, whether express or implied, as to: the identity, contact details or bona fides of other users of the Services who post offers or needs on an Issue page; the feasibility, suitability, appropriateness or success of any offers posted in response to a need; and that a user who has posted a need will use an offer to respond to the applicable Issue in accordance with the statements on the Issue page.
2. Additional Disclaimers.  You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the NeedsList Entities DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, STATUTORY, IMPLIED OR OTHERWISE ARISING IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The NeedsList Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility OF THE SERVICES with any other application or any particular system or device; (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Services. No advice or information, whether oral or written, obtained from the NeedsList Entities or through the Services, will create any warranty or representation not expressly made herein.
3. Limitations of Liability.  TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE NEEDSLIST ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER  DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE NEEDSLIST ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES.  SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE NEEDSLIST ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE NEEDSLIST ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
4. Indemnification.  By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the NeedsList Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the NeedsList Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your access to or use of the Services; (d) Your Content, or (e) your negligence or wilful misconduct.

8. ARBITRATION AND CLASS ACTION WAIVER

1. Informal Process First.  You agree that in the event of any dispute between you and the NeedsList Entities, you will first contact NeedsList and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
2. Arbitration Agreement and Class Action Waiver.  After the informal dispute resolution process, any remaining dispute, controversy or claim (collectively, “Claim”) relating in any way to your use of NeedsList’s services and/or products, including the Services, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and NeedsList agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and NeedsList are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and NeedsList will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.
3. Costs of Arbitration.  Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $10,000, NeedsList will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.
4. Opt-Out.  You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending email notice of your decision to opt-out to [info@needslist.co] The notice must be sent to NeedsList within thirty (30) days of your registering to use the Services or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, NeedsList also will not be bound by them.

9. Additional Provisions

1. Updating These Terms.  We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms.  If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by email and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes.  The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. 
2. Termination of Access and Your Account.  If you breach any of the provisions of these Terms, all rights of access or use granted by NeedsList will terminate automatically. Additionally, NeedsList or its designee may remove or block Your Content or suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If NeedsList or its designee deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, NeedsList or its designee may, but is not obligated to, delete any of Your Content. NeedsList or its designee shall not be responsible for the failure to delete or deletion of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by NeedsList or you. Termination will not limit any of NeedsList’s other rights or remedies at law or in equity.
3. Injunctive Relief.  You agree that a breach of these Terms will cause irreparable injury to NeedsList for which monetary damages would not be an adequate remedy and NeedsList shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
4. California Residents.  If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
5. U.S. Government Restricted Rights.  The Services and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
6. Export Laws.  You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by NeedsList hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
7. Miscellaneous.  If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by NeedsList but may not be assigned by you without the prior express written consent of NeedsList. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of New York, without regard to conflict of laws rules, and subject to Section 8 you agree that the exclusive venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in [New York County, New York]. You and NeedsList agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
8. How to Contact Us.  You may contact us regarding the Services or these Terms by e-mail at info@needslist.co.