Effective Date: June 3, 2016
BY CLICKING TO AGREE TO THIS AGREEMENT AND BY USING THE SITE, YOU ON BEHALF OF YOURSELF AND ANY ENTITY YOU REPRESENT, (i) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (ii) AGREE TO BE BOUND BY THIS AGREEMENT AND AGREE THAT IT IS A LEGALLY-BINDING AGREEING BETWEEN YOU AND FEEDING AMERICA OTC; AND (iii) AGREE THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND A UNITED STATES RESIDENT. IF ACTING ON BEHALF OF AN ENTITY, YOU MUST HAVE, AND YOU REPRESENT AND WARRANT THAT YOU HAVE, FULL AUTHORITY TO BIND YOUR ENTITY TO THIS AGREEMENT. DO NOT USE THE SITE IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT IS SUPPORTED BY REASONABLE AND VALUABLE CONSIDERATION (WHICH INCLUDES YOUR USE OF THE SITE), AND YOU ACKNOWLEDGE YOUR RECEIPT OF AND THE SUFFICIENCY OF THE CONSIDERATION.
1. Membership Limitations. You may only sign up for an account on the Site if the organization you represent is a member in good standing of Feeding America OTC.
2. Account Setup.
(a) To set up a member account, you will complete the registration form, located here: http://www.otchub.org/Register. We will then review and, if acceptable, approve your membership. If your registration form is approved, the named organizational lead will receive an on-boarding packet via email, which will include a link to a payment page where you will be directed to pay the annual fee. Your membership will not be active until you submit payment of the annual membership fee and the payment is fully processed.
(b) Once account set up is complete, a member organization can have multiple logins for staff and volunteers. The member itself will have an organizational account, and each individual staff person and/or volunteer will have a separate individual account, which will be managed under the member’s organizational account administrator. The member has access to all information uploaded and accessed by the individuals managed by that member, as well as access to information regarding use of the Site by such individuals.
(c) The information you provide as part of your account setup (excluding your payment information) will become part of your account information stored on our servers (or those of third-party service providers) located in the United States. You agree to provide current, complete, and accurate information when registering for an account. You agree to update your information if it changes. When you pay your membership fee, your credit card or other financial information will not be provided to us, and we never receive your financial information; rather, our payment vendor will receive, process, and store your financial information. We will include a profile ID as part of your account information stored on our servers, which profile ID is associated with your financial information stored by our payment vendor. See additional information in our Privacy Statement (discussed in Section 17 below) regarding treatment of your financial information.
(d) You are responsible for maintaining the confidentiality of your login credentials. You are responsible and wholly liable for all acts or omissions committed under your login credentials. You agree to immediately notify us of any known or suspected unauthorized use of your login credentials or account (or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your login credentials). We will not be held responsible or liable for any losses, damages, or liabilities you may incur as a result of someone else using your login credentials, either with or without your knowledge. You may be held responsible and liable for losses, damages, or liabilities incurred by us due to someone else using your login credentials, either with or without your knowledge.
(e) See additional information regarding the privacy of your information in Section 17 below.
3. Unlimited Individual Users. Once your member account set up is complete, you can assign individual login credentials to unlimited users under your membership account, provided that you may only provide login credentials to individuals who are employees, independent contractors, volunteers, officers, directors, shareholders, and members of your organization. Once you create an individual user, we will send you a temporary password and a link to a log in page, which you will pass along to the individual user. The individual user will click on the link and be directed to a login screen to enter his or her username and password, and the user will then be directed to a page to change his or her password.
4. Access Contingent on Membership in Feeding America OTC. Access to the Site is a benefit of your being a member of Feeding America OTC. Therefore, to enjoy access to the Site, you must be current on payment of annual membership dues and must otherwise be a member in good standing of Feeding America OTC. If your membership in Feeding America OTC is suspended, revoked, or terminated for any reason, including without limitation failure to pay membership fees when due, we may temporarily or permanently suspend or disable your account and your access to the Site.
5. License Grant. Subject to the terms and conditions of this Agreement, Feeding America OTC hereby grants you a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable license to use the Site and services and content provided through the Site, for internal business purposes and strictly in accordance with this Agreement. You are solely responsible for all computer and mobile device requirements, software requirements, and third-party services (such as Internet services) necessary to use Site, including all related expenses.
6. Responsibilities for Organizational Users. If you are an organizational user, you agree that you shall (i) be responsible for all use of the Site by your authorized users and for their compliance with this Agreement; (ii) use commercially-reasonable efforts to prevent unauthorized access or use of the Site, and notify Feeding America OTC promptly of any such unauthorized access or use; and (iii) use the Site and content obtained through the Site only in accordance with the terms and conditions of this Agreement and all applicable laws and regulations. You shall not make the Site available to anyone other than your authorized users.
7. Accuracy of Information. We attempt to ensure that information on the Site is complete, accurate, and current. Despite our efforts, the information on the Site may occasionally be inaccurate, incomplete, or out of date. We make no representation as to the completeness, accuracy, or timeliness of any information on or products or services available through the Site.
8. Modifications to Site; Updates. Feeding America OTC reserves the right to modify, change, add to, or remove any part of the Site at any time in its sole discretion. Feeding America OTC may, from time to time in its sole discretion, develop and provide Site updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
9. Maintenance. Feeding America OTC may conduct maintenance of the Site, which will normally be performed during non-business days. During that scheduled maintenance time, the Site will not be available for use.
10. Discontinuance. There is no guarantee that we will continue to offer the Site, and we may at any time and for any reason modify, discontinue, suspend, or restrict any aspect or feature of the Site or the entire Site. See additional information regarding what happens if we discontinue offering the Site in Section 25 below.
11. Use Restrictions. You shall not and shall not permit anyone else to use the Site in any manner other than as expressly allowed in this Agreement. Without limiting the foregoing, you shall not and shall not permit anyone else to:
(a) copy, modify, translate, adapt, or otherwise create derivative works or improvements of the Site;
(b) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Site;
(c) remove, delete, alter, or obscure any trademarks or any copyright, trademark, or other proprietary rights notices from the Site or content available through the Site;
(d) rent, lease, lend, offer to sell, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Site or any features or functionality of the Site, to any third party for any reason;
(e) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Site;
(f) use the Site to design, develop, operate, support, market, sell, or otherwise make available any program, application, software, or service that integrates with or otherwise uses any content or data available through the Site or that provides access to, use of, operation of, or interoperation with the Site;
(g) access content or data not intended for you or use any account you are not authorized to use;
(h) use the Site in any manner that may violate any applicable law or in any fraudulent manner;
(i) attempt to gain unauthorized access to the Site or accounts other than your own. You may not obtain or attempt to obtain any material or information through any means not intentionally made available to you through the Site;
(j) attempt to defeat any security feature of the Site. Any violation of system or network security or any other provision of this Agreement may subject you to civil and/or criminal liability;
(k) use the Site to slander, defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others;
(l) harvest, collect, or sell Personally Identifiable Information (as defined in our Privacy Statement, discussed below) about other users of the Site;
(m) create a database by downloading and saving content from the Site;
(n) impersonate any person or entity, create a false identity, falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that we endorse any statement you make or have made, or otherwise mislead as to the origin of any material or information you submit;
(o) interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available; or violate any requirements, procedures, policies, or regulations of our networks; or
(p) transmit or otherwise make available in connection with the Site any virus, worm, spyware, or other computer code, file, or application that may be harmful or invasive or that may damage or overtake the operation of any hardware, software, or equipment.
12. Reservation of Rights; IP Ownership. You acknowledge and agree that the Site is provided under license, and not sold, to you. You do not acquire any ownership interest in the Site, or any other rights thereto other than to use the Site in accordance with the license granted, and subject to all terms, conditions, and restrictions in this Agreement. Feeding America OTC and its licensors and suppliers reserve and shall retain the entire rights, titles, and interests in and to the Site (including without limitation all programming code, software (including source and object code), text, graphics, content, documents, and other materials comprising the Site), including all present and future worldwide copyrights, trademark rights, and other intellectual property and proprietary rights in and to the Site and its contents (except for the limited license expressly granted to you in this Agreement), and in and to the selection, coordination, arrangement, presentation, and enhancement of the Site and the overall design, “look and feel,” color combinations, and other graphical elements of the Site. All trademarks, service marks, and names appearing in and associated with the Site are trademarks and service marks of Feeding America OTC, and we own all rights, titles, and interests in and to these marks. Your use of our marks without our prior written permission is strictly prohibited. Product, service, and company names that appear in or are associated with the Site that are not owned by us are subject to trademark or other rights of other parties.
13. Collection and Use of Information. You acknowledge that when you visit and use the Site, register for an account, contact us through the Site, and/or log into your account and use the Site features only available to users with accounts, we collect information about you and your computer or mobile device used to access the Site. All information we collect through and in connection with the Site and information you input into the Site is subject to our Privacy Statement located here: http://otchub.org/Privacy. By using and providing information to us through the Site, you acknowledge and agree (i) that you have read and understand our Privacy Statement, (ii) that you agree to our Privacy Statement; and (iii) that you consent to all actions taken by us with respect to your information in accordance with our Privacy Statement. Our Privacy Statement is incorporated into and made a part of this Agreement by this reference.
14. Content You Submit to the Site.
(a) Ownership of and Right to Use User Content
If you choose to post any information, content, or comments (collectively, “User Content”) to a blog, message board, or any other portion of the Site where it is readily apparent that the User Content will be publicly available, you consent to our posting and collection of such User Content, and you grant us permission to use (and to allow third parties to use) such User Content in connection with the operation of the Site and our business generally, including without limitation, for our advertising and marketing purposes. You grant us the unrestricted, perpetual, worldwide, transferable, sublicensable, royalty-free, and fully-paid up non-exclusive right and license to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, reformat, and create derivative works based on your User Content. You acknowledge and agree that we may use your User Content in any media, now known or hereafter developed. You will not be paid for our use of your User Content, and we are under no obligation to give you any attribution or credit for such User Content. We are under no obligation to post or use any User Content you provide, and we may remove any User Content at any time in our discretion. We do not claim ownership of your User Content, unless otherwise expressly provided on the Site. You acknowledge and agree that we may have something similar already under consideration or development, and we will own all right, title, and interest in and to what we create or develop without use of your User Content.
YOU ACKNOWLEDGE AND AGREE THAT WE SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY USE OR MISUSE OF YOUR USER CONTENT BY ANY OTHER SITE USER.
(b) Conduct Relating to Your User Content
If you post User Content to a blog, message board, or any other portion of the Site where it is readily apparent that the User Content will be publicly available:
• You are solely responsible for the User Content you post. Upon your request, we may, but have no obligation to, remove User Content that you post, but copies of User Content that you posted may remain in our storage media. We retain the right to make archival and back-up copies of and to store User Content you post (and drafts of User Content that you never actually post), indefinitely. You agree, however, that we have no responsibility or liability for the deletion of or failure to store or transmit User Content.
• You must not post User Content for unlawful purposes or to promote illegal activities. If you do, your access to the Site may be suspended or terminated, and we may notify law enforcement authorities.
• You may not post User Content using any automated means.
• We may or may not pre-screen your User Content before it is posted, and we have the right, but not the obligation, in our discretion and without notice to you, to refuse to post your User Content.
• We are not obligated to monitor the User Content posted to the Site. We reserve the right, however, to decide what to post and whether to remove any posts, without notice or liability to the user who posted the User Content or any other user.
• Organizational administrators and message board moderators can edit and delete your posts, move topics, and perform related actions.
• All comments must relate in some way to the post, story, product, or service on which you are commenting.
• By posting, you represent and warrant that you have the right to share your User Content, and that our use of the User Content as allowed in this Agreement and inclusion of the User Content on the Site, does not and will not infringe, misappropriate, or otherwise violate any third-party copyright, trademark, trade secret, and any other proprietary right, privacy right, right of publicity, or other third-party right. You shall be solely responsible and liable for any damages or harm resulting from your posting of User Content to the Site, and you agree to indemnify us according to Section 30 below.
• User Content posted to the Site is the responsibility of the posting user. User Content may be offensive, harmful, inaccurate, deceptive, or otherwise inappropriate. The views and opinions expressed by users on the Site are not necessarily our views. We are not responsible for, we make no representations or warranties regarding, and we disclaim any and all responsibility and liability for the User Content. You acknowledge and agree that your reliance on User Content will be at your own risk.
• In the event that we refuse to post your User Content or remove your User Content for any reason, we reserve the right to disclose such User Content as necessary to satisfy any applicable law, regulation, or governmental request.
15. Copyright Infringement Policy. If you believe that your copyright has been infringed by content posted to the Site by Site users or if you believe that User Content you posted to the Site has been wrongly removed from the Site, please refer to our Copyright Infringement Policy (“Infringement Policy”) for information regarding how to file or respond to a notice of infringement. This Infringement Policy is incorporated into and made a part of this Agreement by this reference, and your use of the Site constitutes your acknowledgement of and agreement to the Infringement Policy.
16. Eligible Users. By using the Site, you affirm (i) that you are at least eighteen (18) years of age; (ii) that you are a United States resident; and (iii) that you have authority to agree to this Agreement and are competent and capable of understanding and complying with this Agreement. The Site is not directed to children under age thirteen (13), and we do not knowingly collect personally-identifiable information from anyone under age 13. Please see additional information in our Privacy Statement.
17. Jurisdiction. The Site is controlled and operated from the United States and is not intended to (and shall not be deemed to) subject us to non-U.S. jurisdiction or laws. We provide the Site for use only by United States residents. We make no representation that the Site is appropriate for use in locations outside the United States. Use of the Site is unauthorized in any jurisdiction that does not give effect to all of the provisions of this Agreement. If you access the Site, you agree to comply with all applicable laws, rules, and regulations in connection with such access. We may limit the Site’s availability, in whole or in part, to any person, geographic area, or jurisdiction we choose, at any time and in our sole discretion.
18. Security. WHILE WE HAVE TAKEN REASONABLE INDUSTRY-STANDARD SECURITY MEASURES TO TRY TO MAINTAIN THE SECURITY OF THE INFORMATION THAT YOU ENTER INTO THE SITE, WE DO NOT GUARANTEE THAT THE SITE OR SUCH INFORMATION WILL BE SECURE. Additionally, third parties may make unauthorized alterations to or uses of the Site. If you become aware of any unauthorized third-party alterations to or use of the Site or any other breach of security, please contact us immediately. Additional information regarding the security of your information is included in our Privacy Statement.
19. Modifications to this Agreement. We reserve the right to modify, change, add to, or remove any part of this Agreement at any time. If we do so, we will post the modified Agreement on the Site. We may also notify you via email of significant changes, provided we have your current email address, or require that you agree to such changes when you next log into your account. Your use of the Site following such revision to this Agreement constitutes your acceptance of this Agreement, as amended.
20. Audit Rights and Enforcement. We have the right, but not the obligation, at any time, to audit your use of the Site to determine your compliance with this Agreement. We have the right to enforce this Agreement, for any reason and in any manner and by any means that we deem necessary or appropriate, such as (but not limited to) the suspension or termination of your account, and/or cooperating with any legal process relating to your use of the Site.
(a) You may terminate this Agreement by notifying us via the contact information shown below.
(b) Feeding America OTC may terminate this Agreement at any time if it ceases to provide or maintain the Site, which Feeding America OTC may do in its sole discretion.
(c) Feeding America OTC may (in addition to all other rights and remedies) terminate this Agreement immediately if you (i) breach or violate any of the terms and conditions of this Agreement, including any representation, warranty, or covenant you make in this Agreement; (ii) misuse the Site in any way; or (c) cease to be a member in good standing of Feeding America OTC.
(d) Upon the expiration or early termination of this Agreement, regardless of how it occurs: (i) all rights granted to you in this Agreement will immediately and automatically terminate; (ii) you must cease all use of the Site (and for organizational users, you must require that all previously-authorized users cease all use of the Site), and you acknowledge and agree that Feeding America OTC may deny you (and all previously- authorized users) access to the Site; (iii) this Agreement will continue to apply to all past use of the Site by you; and (iv) you agree that you will not have the right to bring claims against us arising solely from termination of the Agreement, and you agree that you are not entitled to compensation or damages of any kind arising solely from termination of the Agreement. We shall not be liable for any termination of your access to the Site. Accessing the Site after termination will constitute an act of trespass, among other potential claims.
(e) At any time within thirty (30) days after the effective date of expiration or early termination of this Agreement, you may request that we provide you a file containing all information associated with your account. If you request such information within this timeframe, we will provide the information to you in a format of our choosing. You acknowledge and agree that we have no obligation to retain such information after this thirty (30-) period, and we shall not be required to make such information available to you after this thirty- (30-) day period.
(f) Termination of this Agreement, regardless of how it occurs, will not limit any of Feeding America OTC’s rights or remedies under this Agreement, at law, and/or in equity.
22. Disclaimer of Warranties. THE SITE AND ALL GOODS, SERVICES, INFORMATION, AND MATERIALS MADE AVAILABLE THROUGH THE SITE ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” AND WITH ALL FAULTS AND DEFECTS AND WITHOUT WARRANTY OR GUARANTEE OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FEEDING AMERICA OTC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SITE AND ALL GOODS, SERVICES, INFORMATION, AND MATERIALS MADE AVAILABLE THROUGH THE SITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TIMELINESS, ACCURACY, COMPLETENESS, RELEVANCE, SATISFACTORY QUALITY, RELIABILITY, SECURITY, TITLE, AND NON-INFRINGEMENT; AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE. OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, FEEDING AMERICA OTC PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SITE AND/OR ALL GOODS, SERVICES, INFORMATION, AND MATERIALS MADE AVAILABLE THROUGH THE SITE WILL MEET YOUR REQUIREMENTS; ACHIEVE ANY INTENDED RESULTS; BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, SYSTEMS, OR SERVICES; OPERATE WITHOUT INTERRUPTION; MEET ANY PERFORMANCE OR RELIABILITY STANDARDS; OR BE ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED; OR BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE SITE AND/OR ANY GOODS, SERVICES, INFORMATION, AND MATERIALS MADE AVAILABLE THROUGH THE SITE, OR THE INTERCEPTION OR LOSS OF ANY DATA OR COMMUNICATIONS TRANSMITTED TO OR FROM THE SITE.
YOU EXPRESSLY WAIVE ANY STATUTORY OR OTHER PROTECTIONS THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THESE DISCLAIMERS TO INCLUDE ONLY THOSE CLAIMS THAT YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THE RELEASE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU EXPRESSLY WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH SAYS: “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.”
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
23. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FEEDING AMERICA OTC HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE AND/OR ANY GOODS, SERVICES, INFORMATION, AND/OR MATERIALS MADE AVAILABLE THROUGH THE SITE; THE UNAUTHORIZED ACCESS TO OR ALTERATION OF THE DATA YOU INPUT INTO THE SITE; LOSS OF DATA; PERSONAL INJURY; PROPERTY DAMAGE; LOST PROFITS; COST OF SUBSTITUTE GOODS OR SERVICES; LOSS OF GOODWILL; BUSINESS INTERRUPTION; COMPUTER OR MOBILE DEVICE FAILURE OR MALFUNCTION; OR ANY OTHER DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR MULTIPLIED DAMAGES.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER FEEDING AMERICA OTC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
THE DISCLAIMERS AND LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A MATERIAL PART OF OUR AGREEMENT. APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN TYPES OF DAMAGES. SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. HOWEVER, IN ALL CIRCUMSTANCES, OUR MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES, AND CLAIMS, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE SHALL BE THE GREATER OF (I) THE TOTAL AMOUNT ACTUALLY PAID BY YOU AND ACTUALLY RECEIVED BY US AS A RESULT OF YOUR USE THE SITE IN THE THREE (3) MONTHS PRECEDING THE INCIDENT THAT GAVE RISE TO YOUR CLAIM; OR (II) USD 50.00. NOTWITHSTANDING THE FOREGOING SENTENCE, IF APPLICABLE LAW PROHIBITS THE LIMITATION OR EXCLUSION OF A PARTY’S LIABILITY WITH RESPECT TO DEATH OR PERSONAL INJURY CAUSED BY SUCH PARTY’S NEGLIGENCE, FRAUD, OR ANY OTHER MATTER, THEN SUCH PARTY’S LIABILITY WILL NOT BE LIMITED OR EXCLUDED TO THE EXTENT OF SUCH PROHIBITION UNDER SUCH APPLICABLE LAW.
NO STATEMENTS, ORAL OR WRITTEN (INCLUDING WITHOUT LIMITATION ANY STATEMENT MADE ON THE SITE), MADE BY ANY DIRECTOR, OFFICER, MEMBER, EMPLOYEE, OR AGENT OF FEEDING AMERICA OTC MAY BE DEEMED AS A REPRESENTATION OR WARRANTY ON BEHALF OF US IN CONTRADICTION TO THIS SECTION 27, OR ANY OTHER PROVISIONS OF THIS AGREEMENT.
If you are dissatisfied with any portion of our Site, or with any provision of this Agreement, your sole and exclusive remedy is to discontinue use of the Site.
24. Limitation of Time to File Claims. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SITE OR THE GOODS, SERVICES, INFORMATION, OR OTHER MATERIALS MADE AVAILABLE ON THE SITE, MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
25. Governing Law and Disputes. This Agreement, and any disputes that may arise between you and us regarding the Site or the goods, services, information, or other materials made available on the Site, shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of Oregon, U.S.A. and applicable federal law, without giving effect to any conflicts-of-laws provisions. You hereby consent to the exclusive jurisdiction and venue of the federal, state, and local courts located in Multnomah or Deschutes County, Oregon, and you waive any jurisdictional, venue, or inconvenient forum objections thereto. You agree (i) that any dispute arising between you and Feeding America OTC under this Agreement or related to your use of the Site or your use of goods, services, information, or material made available on the Site, will be conducted only on an individual basis and not in a class, consolidated, or representative action; and (ii) to waive your right to a jury trial in connection with any such dispute.
You agree that this Agreement shall NOT be governed by the United Nations Convention on the International Sale of Goods or by the Uniform Computer Information Transactions Act, the application of which are expressly excluded.
To the extent you have in any manner violated or threatened to violate our intellectual property rights; violated or threatened to violate the security of any person, data, our servers or networks, and/or the Site; and/or otherwise breached or threatened to breach this Agreement, you acknowledge and agree that such violation or breach will cause immediate and irreparable harm to us, and we shall be entitled to injunctive or other appropriate relief, including without limitation specific performance (without the posting of a bond or other security and without proving damages), and you agree that we may seek such relief in any court of competent jurisdiction.
26. Indemnification. EXCEPT TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW, YOU AGREE TO INDEMNIFY, HOLD HARMLESS, AND, AT OUR OPTION, DEFEND FEEDING AMERICA OTC AND ITS AFFILIATES, SUCCESSORS, AND ASSIGNS AND EACH OF THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES FOR, FROM, AND AGAINST ANY AND ALL CLAIMS, ACTIONS, PROCEEDINGS, LOSSES, DAMAGES, LIABILITIES, FINES, PENALTIES, AWARDS, JUDGMENTS, SETTLEMENTS, INTEREST, AND COSTS AND EXPENSES OF EVERY KIND (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) ARISING FROM OR RELATING TO (I) TAXES THAT FEEDING AMERICA OTC IS REQUIRED BY A THIRD PARTY TO PAY BUT THAT YOU ARE RESPONSIBLE FOR PAYING PURSUANT TO SECTION 6 ABOVE; (II) YOUR USE OR MISUSE OF THE SITE OR GOODS, SERVICES, INFORMATION, OR MATERIALS MADE AVAILABLE THROUGH THE SITE; (III) ACTIVITY THAT OCCURS THROUGH USE OF YOUR ACCOUNT BY YOU OR A THIRD PARTY, WHETHER OR NOT YOU HAVE AUTHORIZED SUCH THIRD-PARTY USE; (IV) YOUR BREACH, DEFAULT, OR VIOLATION OF YOUR REPRESENTATIONS, WARRANTIES, AND/OR COVENANTS IN THIS AGREEMENT OR OF ANY LAW, RULE, OR REGULATION; (V) YOUR INFRINGEMENT, MISAPPROPRIATION, OR OTHER VIOLATION OF RIGHTS OF ANY THIRD PARTY; (VI) YOUR USER CONTENT; (VII) AND/OR YOUR SUGGESTIONS (DISCUSSED BELOW).
28. U.S. Government Users. The Site and any associated documentation are “Commercial Items,” as that term is defined in 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as those 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, 227.7202-3, and 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are, to the extent applicable, being licensed to U.S. Government end users, if any: (i) Only as Commercial Items; and (ii) with only those rights as are granted to all other users pursuant to this Agreement. This clause, consistent with 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202 is in lieu of, and supersedes, any other Federal Acquisition Regulation, Defense Federal Acquisition Regulation Supplement, or other clause or provision that addresses U.S. Government rights in computer software, technical data, or computer software documentation.
29. Your Suggestions. If you have suggestions regarding improvements or additions to the Site, we would like to hear them, but any submission will be subject to this Agreement. Under no circumstances shall any disclosure of any idea or related materials to us be subject to any obligation of confidentiality or expectation of compensation. By submitting an idea and/or related material to us, you are waiving any and all rights you may have therein and are representing and warranting to us that the idea and/or related materials are wholly original with you, that no one else has any rights therein, and that we are free to implement and use the idea and/or related material if we desire, as provided or as modified by us, without obtaining permission or license from any third party. You expressly acknowledge that we are entitled, but not obligated, to use or disclose such ideas and/or related materials for any purpose, in any manner, and in any media, now known or hereafter developed; and you hereby assign all rights, titles, and interests in and to your ideas and related material (and all intellectual property rights therein) to us. Unless we otherwise agree in writing, you are not entitled to any compensation or recognition of any kind.
30. Electronic Communications. You consent to receive communications from us electronically. Unless otherwise set forth in this Agreement, notices to you may be made via postings to the Site, by email, or by regular mail, in our discretion, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings, based upon or relating to this Agreement and/or your use of the Site, to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
31. Force Majeure. We shall not be liable for delay or failure in performance of any of the acts required by this Agreement when such delay or failure arises from circumstances beyond our reasonable control. Such causes may include, without limitation, acts of God, acts of government in its sovereign or contractual capacity, acts of public enemy, acts of civil or military authority, war, riots, civil strife, terrorism, blockades, sabotage, rationing, embargoes, epidemics, earthquakes, fire, flood, quarantine restrictions, power shortages or failures, utility or communication failure or delays, labor disputes, strikes, or shortages, supply shortages, or equipment failures. The time for performance of any act delayed by such events may be postponed for a period equal to the period of the delay.
32. Unenforceability. If any part of this Agreement is determined to be invalid or unenforceable, pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid and enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement shall continue in full force and effect.
33. Waiver. No waiver of any breach of or default under any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
34. General. This Agreement does not create any partnership, joint venture, employer-employee, broker-dealer, agency, or franchise relationship between you and us. You may not assign, transfer, or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign our rights and delegate our duties under this Agreement to any party at any time. Unless otherwise expressly stated herein, this Agreement (and the Privacy Statement and Copyright Infringement Policy incorporated herein) constitute the entire agreement between you and Feeding America OTC relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. Nothing contained in this Agreement is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements. We reserve all rights not expressly granted in this Agreement.
35. California Consumer Rights Notice. Under California Civil Code Section 1789.3, Site users who are California residents are entitled to the following consumer rights notice: The provider of the Site is Feeding America OTC, located at 953 NE Paula Dr, Bend, OR 97701. Site users may browse certain pages of the Site for free, but to access the member-only sections of the Site, you must be a member in good standing of Feeding America OTC and have registered for a Site account. If you are a California resident, you may report complaints with the Site to or request information regarding the Site from 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. We request that you first report complaints directly to us and try to resolve them with us before contacting the Complaint Assistance Unit.
36. Contact Us. If you have any questions or concerns regarding this Agreement or the Site, you can contact us at:
Feeding America OTC
953 NE Paula Dr, Bend, OR 97701
Feeding America OTC Copyright Infringement Policy
Effective Date: June 3, 2016
Feeding America OTC, and its members (collectively, “Feeding America OTC,” “OTC”, “us,” “our,” and “we”) respects the intellectual property rights of others, and we ask our website users to do the same. We have adopted this policy in accordance with the Digital Millennium Copyright Act of 1998, including the Online Copyright Infringement Liability Limitation Act (the “DMCA”). Feeding America OTC will respond to clear notices of alleged copyright infringement that comply with the requirements set forth here. Feeding America OTC does not act as an arbiter or judge of disputes about intellectual property rights. It is our policy to remove content posted by users on our www.otchub.org website, including without limitation the blog and message boards located at our website (the “Site”), which content we believe in good faith is infringing a copyrighted work. By removing content, as a prudential matter, we do not endorse or validate a claim of infringement.
Feeding America OTC’s designated agent to handle copyright infringement notices and counter-notices:
Feeding America OTC
Attn: DMCA Agent
Address: 953 NE Paula Dr, Bend, OR 97701
If you believe your work has been displayed or otherwise used on the Site in a manner that infringes your copyright, you must provide written notice to our Designated Agent via mail or email. Please note that you may be liable for damages, including without limitation attorneys’ fees and costs, if you materially misrepresent that your work has been infringed by content on the Site. If you are unsure whether your work has been infringed, we recommend that you contact an attorney before sending notice to us.
Use this format for your notice: (a) identify your work that you believe has been infringed by content on the Site; (b) identify the content that you claim infringes your work, describe how the content infringes your work, and describe where the content is located on the Site; (c) provide your full name, mailing address, telephone number, and email address; (d) include a statement that, under the penalty of perjury, you have a good-faith belief that use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law; (e) include a statement that the information in the notice is accurate, and, under penalty of perjury, that you are the copyright owner or that you are authorized to act on behalf of the owner of the right that is allegedly infringed; and (f) sign the notice physically or electronically.
In addition, it will help if you include a copy of the copyright Certificate of Registration for your work, if any, or other information that supports your claim that your work is protected by copyright and that you are the owner of that copyright or are authorized to act on behalf of the owner. If your notice contains the required information, and if we have a good-faith belief that the content is infringing your copyright, we will remove the content.
Unless prohibited by law, we may provide all of the information in your notice (including your identifying information) to the user who posted the content.
The provider of affected content may make a counter notice by writing to our Designated Agent via mail or email. Please note that you may be liable for damages, including without limitation attorneys’ fees and costs, if you materially misrepresent that your content is not infringing the copyright of a third party. If you are unsure whether your content infringes the copyright of a third party, we recommend that you contact an attorney before sending notice to us.
Use this format for your notice: (a) identify the content that has been removed, including a description of where the content was located on the Site before it was removed; (b) provide your full name, mailing address, telephone number, and email address; (c) include a statement that, under the penalty of perjury, you have a good-faith belief that the content was removed as a result of mistake or misidentification of the content to be removed; (d) include a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or, if your address is outside the United States, in the Federal District Court of Oregon, USA, and that you will accept service of process from the person who provided notice of the alleged infringement or an agent of such person; and (e) sign the notice physically or electronically.
After reviewing your counter notice, Feeding America OTC may, in its discretion, reinstate the content on the Site. In doing so, Feeding America OTC is not making a determination as to whether any copyrights have or have not been infringed.
Unless prohibited by law, we may provide all of the information in your counter notice (including your identifying information) to the party who complained of the infringement.
Feeding America OTC will, if appropriate, suspend or terminate repeat infringers’ access to the Site. If you believe a Site user is a repeat infringer, please follow the instructions above to notify our Designated Agent.