GENERAL WEB SITE TERMS AND CONDITIONS
PINKALOO | MODERN GIVING
The Web site is provided by Pinkaloo Technologies, LLC, a Delaware limited liability company with registered address of 1679 S. Dupont Highway, Suite 100, Dover, Delaware 19901. If you have any questions concerning the Web site please contact us at firstname.lastname@example.org.
SECTION I: DEFINITIONS, AGREEMENT TO BE BOUND
References to “Dispute” mean any claim, conflict, controversy, disagreement between the Parties arising out of, or related in any way to, these Terms (or any terms, supplement or amendment contemplated by these Terms,) including, without limitation, any action in tort, contract or otherwise, at equity or at law, or any alleged breach, including, without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation or enforcement of these Terms or any terms contemplated by the Terms.
References to “Material Breach” mean any breach of these Terms upon the occurrence of which a reasonable person in the position of the non-breaching Party would wish to immediately terminate these Terms because of that breach.
References to the “Terms” and/or “Agreement,” mean this, these General Web site Terms and Conditions as set forth herein.
References to “us,” “we,” “our,” and/or “Pinkaloo” mean Pinkaloo Technologies, LLC.
References to the “Web site” mean the Web site bearing the URL https://www.pinkaloo.com.
References to “you,” and/or “User” mean the User of the Web site.
1.2. Agreement to be Bound.
SECTION II: GENERAL PROVISIONS
2.1. About Us.
At Pinkaloo we provide technology to help our customers build stronger communities and drive greater change.
2.2. Accuracy, Completeness and Timeliness of Information.
Though we endeavor to ensure that all data carried on the Web site is accurate and complete, errors do occur. The Web site should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. If you rely on any of the information provided by or on the Web site, you do so solely at your own risk. User shall be ultimately responsible for the accuracy, completeness and propriety of information provided to us and upon which User relies in making any decision.
2.3. Errors in the Web Site.
We do not warrant that any errors on the Web site will be corrected.
2.4. Modifications and Changes to Terms and Conditions.
We may modify, add to, suspend or delete these Terms and Conditions or other agreements, in whole or in part, in our sole discretion, at any time, with such modifications, additions or deletions being immediately effective upon their posting to the Web site. Your use of the Web site after modification, addition or deletion of these Terms and Conditions shall be deemed to constitute acceptance by you of the modification, addition or deletion.
2.5. Modifications and Changes to the Web Site.
We may modify, add to, suspend, or delete any aspect of this Web site offered by us, in whole or in part, at our sole discretion at any time, with such modifications, additions or deletions being immediately effective. Such modifications, additions or deletions may include but are not limited to content offered, hours of availability, and equipment needed for access or use.
2.6. Access to Web site.
Though we try to make the Web site available twenty-four (24) hours a day, seven (7) days a week, except for planned down-time for maintenance, we do not warrant that the Web site will be at all times available. We do not warrant that your computer, tablet, and/or smartphone will be able to access and/or support the Web site.
2.7. Right of Refusal, Limitation, Discontinuation, and Termination.
We reserve the right to refuse to provide access to the Web site for any reason at any time in our sole and exclusive discretion, including but not limited to limiting the number of Users who may access the Web site.
2.8. Prohibited Uses of Web site.
In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Web site: (a) for any unlawful purpose; (b) to solicit Users to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose of the Web site; (c) to violate any international, governmental, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Web site; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Web site. We reserve the right to terminate your use of the Web site for violating any of the prohibited uses or for any other reason in our sole and exclusive decision.
2.9. Technical Support.
We provide email support, (hereinafter “Technical Support.”) Technical Support may be requested by contacting us at email@example.com.
SECTION III: INTELLECTUAL PROPERTY; PRIVACY
3.1. Intellectual Property Rights Not Waived.
This is an Agreement for access to and use of the Web site, and you are not granted a license to any software or intellectual property by these Terms and Conditions. The Web site is protected by U.S. and, where applicable, international intellectual property laws. The Web site belongs to us and are the property of us or our licensors (if any). We retain all ownership rights in the Web site.
Furthermore, all material displayed or transmitted on or via the Web site, including but not limited to guides, text, photographs, images, illustrations, video clips, audio clips, and graphics, (hereinafter “Materials,”) are owned by us and are protected by U.S. and international copyright, trademarks, service marks, and other proprietary rights, laws and treaties.
Except as provided, you may not copy, reproduce, publish, transmit, transfer, sell, rent, modify, create derivative works from, distribute, repost, perform, display, or in any way commercially exploit the Materials carried on the Web site, nor may you infringe upon any of the copyrights or other intellectual property rights contained in the Materials. You may not remove or alter, nor cause to be removed or altered, any copyright, trademark, or other proprietary notices or visual marks and logos from the Materials.
You may make a single print copy of any Materials provided by us on or via the Web site for personal, non-commercial use only, provide that you do not remove nor cause to be removed any copyright, trademarks, or other proprietary notices or visual marks or logos from the Materials. You may not archive or retain any of the Materials accessed via Web site without our express written permission. All requests for archiving, republication or retention of any part of the Materials must be in to us and must clearly state the purpose and manner in which the Material will be used. Requests for permission to archive, retain, or republish any part of the Materials may be submitted to firstname.lastname@example.org.
You acquire no rights or licenses whatsoever in the Materials other than the limited right to use the Web site in accordance with these Terms and Conditions. Any of the Materials accessed or downloaded from the Web site must be accessed or downloaded in accordance with the Terms and Conditions specified in this Agreement. We reserve any rights not expressly granted under these Terms and Conditions.
3.2. Grant of License to the Materials.
We may, from time to time and in our sole and exclusive discretion, grant a User, person or entity a non-exclusive, limited license to utilize the Materials for a derivative work of authorship. In such an event, said potential licensee must apply directly to us at email@example.com for the right to the same, and, if said license is granted, said licensee shall be required to provide citation and credit to Pinkaloo for the source material. Said licensee may further be required to pay a license fee for the right to the same.
You may have the opportunity to provide reviews, suggestions, ideas, and feedback, (hereinafter, collectively, “Feedback.”) Should you so provide such Feedback you grant us sole ownership of the same, which includes, without limitation, the right for us or any Third Party we designate, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed. All such Feedback shall be treated as non-confidential.
If it is determined by a court of law or arbitrator that you retain moral rights (including rights of attribution or integrity) in the content submitted by you, you hereby declare that (a) you do not require that any personally-identifying information be used in connection with the content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by us or our licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release us, and our licensees, successors and assigns, from any claims that you could otherwise assert against us by virtue of any such moral rights. You also permit any other User to access, view, store or reproduce the content for that User's personal use.
Notwithstanding the foregoing, you acknowledge that your Feedback may contain concepts, ideas, materials, proposals, suggestions and the like relating to us or our initiatives, (hereinafter your “Ideas.”) With respect to your Ideas you acknowledge that: (a) we receive numerous submissions from many parties and/or may have independently-developed and/or considered ideas similar to your Ideas, and that our review of your Ideas is not an admission of novelty, priority or originality; and (b) our use of any ideas similar to your Ideas, whether based on your Feedback, provided to us by Third Parties, or independently-developed or considered by us, shall be without obligation to you.
SECTION 4: Third-Party Advertisements, Promotions, and Links
4.1. Third Party Advertisements and Promotions.
We may, from time to time, run advertisements and promotions from Third Parties on the Web site. Your dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such Third Party. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of Third-Party advertisers on the Web site.
4.2. Use of Third-Party Tools.
We may provide you with access to Third-Party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional Third-Party tools.
Any use by you of optional tools offered through the Web site is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant Third-Party provider.
We may also, in the future, offer new services and/or features through the Web site, including but not limited to the release of new tools. Such new features shall also be subject to these Terms and Conditions.
4.3. Third-Party Links.
Certain content, products and services available via our Web site may include materials from Third-Parties.
Third-Party links on the Web site may direct you to Third-Party Web sites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy, and we do not warrant and will not have any liability or responsibility for any Third-Party materials or Web sites and/or services, or for any other materials, products, or services of Third-Parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any Third-Party with whom you connect via the services. Please review carefully the Third-Party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding Third-Party products should be directed to the Third-Party.
SECTION V: DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION
5.1. Disclaimer of Warranty; Limitation of Liability.
(A) YOU AGREE THAT USE OF THE WEB SITE IS AT YOUR SOLE RISK. NEITHER US nor our AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS WARRANT THAT THE use of the Web site SHALL BE UNINTERRUPTED OR ERROR FREE; NOR DO we MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEB SITE OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED.
(B) ANY INFORMATION PROVIDED VIA THE WEB SITE, DOWNLOADABLE SOFTWARE, PRODUCTS OR OTHER MATERIALS, WITHOUT LIMITATION, IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AGAINST INFRINGEMENT, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS AND CONDITIONS.
(C) ALTHOUGH ALL INFORMATION AND MATERIALS CARRIED ON THE WEB SITE ARE BELIEVED TO BE RELIABLE, WE MAKE NO REPRESENTATIONS, NEITHER EXPRESSLY NOR IMPLIEDLY, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE WEB SITE.
(D) IN NO EVENT SHALL WE or our AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PROFESSIONAL LIABILITY DAMAGES, MALPRACTICE LOSSES AND DAMAGES, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, personal injury or death, property damage, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE WEB SITE.
(E) WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY-IDENTIFIABLE INFORMATION. BY utilizing THE WEB SITE YOU ACKNOWLEDGE AND AGREe TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR OTHERWISE Utilize THE WEB SITE.
(F) OUR LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF OUR AFFILIATES AND ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS AND NO/CENTS ($100.00,) WHICHEVER IS GREATER.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.
The above limitations shall survive these Terms and inure to the benefit of us and our affiliates, directors, officers, members, employees, contractors, parents, subsidiaries, agents, third-party content providers, licensors, and any purchasing person or entity in the event that we are sold, in whole or in part, and/or restructured.
You agree to defend, indemnify and hold us harmless, as well as our AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PAENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS from and against all claims, SUITS, and expenses, including attorneys' fees, arising out of OR RELATED TO (a) YOUR USE OF THE WEB SITE; (B) your noncompliance with or breach of this Agreement; (C) your use of third-Party SERVICES, products, links, advertisements, and/or tools; (D) YOUR VIOLATIONS OF ANY THIRD-PARTY RIGHTS, INCLUDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; or (E) the unauthorized use of the Web site by any other person using your information.
SECTION VI: GOVERNING LAW; ARBITRATION
6.1. Governing Law.
These Terms and Conditions shall be governed and construed in accordance with the laws of the state of Maryland without regard to its conflicts of law provisions. You agree to submit to the personal jurisdiction of the courts located in Baltimore County, Maryland, where Pinkaloo maintains its principal place of business, and any cause of action that relates to or arises from these Terms and Conditions and/or the Web site must be filed therein unless subject to the binding arbitration provisions of Section 6.2, infra.
The Parties agree that any dispute concerning, relating, or referring to these Terms and/or the Web site shall be resolved exclusively by binding arbitration in accordance with the substantive laws of the state of Maryland and shall be brought for arbitration in Baltimore County, Maryland pursuant to the rules of the American Arbitration Association. The arbitrator and not any federal, provincial, state, or local court or agency shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, conscionability, or formation of this contract, including but not limited to any claim that all or any part of this contract is void or voidable. Nothing herein prevents either Party from seeking any interim injunction it deems necessary in order to preserve the status quo prior to the resolution of any dispute, in any jurisdiction.
SECTION VII: MISCELLANEOUS
7.1. Affiliate Disclosure.
We may have an affiliate relationship with Third-Parties and affiliates to whose products we link and promote through the Web site. Because of this relationship we may earn a commission on products purchased by a User from a Third-Party affiliate.
7.2. Different and Conflicting Terms.
We reserve the right, but assume no obligation, to agree to different or conflicting terms and conditions with respect to any User. Any such terms and conditions will not be enforceable unless specifically agreed to by us.
Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such Party and enforceable in accordance with its Terms.
Any waiver of a right under these Terms and Conditions shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a Party from exercising that right in the future. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.
7.5. Force Majeure.
We shall not be bound to meet any obligation if prevented from doing so as a consequence of Acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond the control of us, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). We shall use all reasonable efforts to notify you of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay.
We shall have the right to assign and/or transfer these Terms and Conditions and our rights and obligations hereunder to any Third Party after notifying you as provided for herein. You agree and acknowledge that you shall not assign or transfer its rights or sub-contract or delegate the performance of any of its obligations under these Terms and Conditions without our prior written consent in our sole and exclusive discretion.
7.7. Rights of Third Parties.
These Terms do not give any right to any Third Party unless explicitly stated herein.
7.8. Relationship of the Parties.
The Parties are independent contractors under these Terms, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between them. Neither Party has authority to enter into Terms of any kind in the name of the other Party.
If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
We reserve the right, in our sole discretion and from time to time, to offer contests, programs, products or services with unique terms and conditions that are separate from and may supersede or supplement in certain respects these Terms. In such cases, your use of the Site with respect to such special program is governed by these Terms together with the terms and conditions of such contest, program, product or service.
Except as explicitly stated otherwise, any notices shall be given by postal mail to 1679 S. Dupont Highway, Suite 100, Dover, Delaware 19901, and, in the case of any User, to the email address you provide to us (either during the registration process or when your email address changes). Notice shall be deemed given twenty-four (24) hours after such email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to an address provided to us upon registration of a Modern Giving App or Pinkaloo App account. In such case, notice shall be deemed given three days after the date of mailing.
7.12. Updates & Effective Date.
The effective date of these Terms is the 13th day of December, 2016. From time to time, we may update these Terms and Conditions by prominently posting a notice of update to the Web site and contacting you at the email you provided upon registration, if applicable, so we encourage you to review them often.