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CONNECTION CENTER TERMS OF USE AGREEMENT

1. INTRODUCTION

   Welcome to Giving Library’s CONNECTION CENTER™. CONNECTION CENTER allows potential philanthropists to communicate anonymously with nonprofit organizations participating in Giving Library™—a proprietary, free-of-charge website that serves as an online video library showcasing a wide array of nonprofit organizations. By providing a forum for anonymous communication with participating nonprofit organizations, CONNECTION CENTER enables potential philanthropists to explore giving opportunities through meaningful dialogue without the traditional pressures of initiating such dialogue.

   Giving Library is owned, operated, and maintained by the Laura and John Arnold Foundation™, also known as LJAF™, a tax-exempt, nonprofit corporation dedicated to producing substantial, widespread, lasting reforms that will maximize individual opportunity and minimize societal injustice (www.arnoldfoundation.org).

2. AGREEMENT TO TERMS OF USE & REGISTRATION

   As used in this Terms of Use Agreement (the “Agreement”), the terms “you” and “your” refer to you the individual and, as applicable, any nonprofit organization, corporation, or other legal entity on behalf of which you accept this Agreement. To use CONNECTION CENTER, you are required to signify your assent to, agreement with, and acceptance of the terms and conditions set forth in this Agreement by clicking “ACCEPT” as indicated below. If you do not fully assent to, agree with, or accept this Agreement, do not click “ACCEPT.”

3. SERVICES

   Both potential philanthropists and nonprofit organizations are required to complete a registration process to be eligible to use CONNECTION CENTER. These log-in credentials give a potential philanthropist access to the CONNECTION CENTER message center. CONNECTION CENTER is where potential philanthropists and nonprofit organizations create, respond to, and store electronic messages between each other. For the purposes of this Agreement, the services and related functionality described in this Section 3 and in fact associated with the use and functionality of the CONNECTION CENTER are defined to be, and are referred to throughout the Agreement as, the “Services.”

4. YOUR RIGHTS & OBLIGATIONS

   On the condition that you comply with all of your obligations under the Agreement, LJAF grants you a limited, revocable, nonexclusive, nonassignable, nontransferable, nonsublicenseable right to access, through a generally available web browser or mobile device or application, and view information and content and use the Services in accordance with the Agreement. Any other use of the Services contrary to the Agreement is strictly prohibited and constitutes a violation of the Agreement. LJAF reserves all rights not expressly granted in the Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the CONNECTION CENTER, Giving Library, the Services, and all related items.

   1. Your Rights
   2. Your Obligations
      1. Applicable Laws and the Agreement

         You must comply with all applicable laws, the Agreement, as may be amended from time to time with or without advance notice, and any policies and procedures that LJAF may institute from time to time with respect to the Giving Library and/or the Services.

      2. Service Eligibility

         In consideration for use of the Services, you do hereby represent and warrant that you:

         • are 13 years of age or older;
         • are not currently restricted or prohibited from using the Services;
         • assent to, agree to, and accept this Agreement;
         • have full power and authority to enter into this Agreement and in doing so do not and will not violate any other agreement to which you are a party;
         • will at all times use the Services in good faith and observe standards of decency and decorum, including, for example, refraining from in any way using insulting or threatening language, profanity, lewd language, or any other inappropriate content or behavior;
         • are solely responsible for any information or content you convey or communicate through your use of the Services;
         • understand and agree that LJAF is not and shall not be in any way your agent or representative and you are not and shall not be in any way LJAF’s agent or representative;
         • agree not to use the Services for any commercial purpose;
         • agree not to alter or modify any aspect or functionality of the Service;
         • understand that using the Services will expose you to content and commentary from a variety of sources and that LJAF is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content and commentary;
         • understand and agree that the Services are provided to you AS IS;
         • agree that LJAF is in no way responsible for the security or confidentiality of any communication, information, or content you choose at your own risk to convey using the Services;
         • understand and agree that LJAF’s protection of any information you provide through the use of, and/or registration to use, the Services is limited to LJAF’s voluntary, nonobligatory use of commercially reasonable and industry standard physical, managerial, and technical safeguards as referenced in and consistent with Giving Library’s Privacy Policy, which is incorporated by reference in Section 4(b)(iv) of this Agreement;
         • understand that LJAF does not endorse, promote, assume responsibility for, or advocate a specific position with respect to any communication, information, or content of a nonprofit organization or potential philanthropist conveyed using, set forth in, or in any way made available through the Services or the Giving Library website;
         • agree that LJAF is in no way bound by, subject to, or responsible for any purported agreement or representation offered or made by you or any nonprofit organization or potential philanthropist; and
         • will not violate any rights of LJAF or any third party, including intellectual property rights such as, but not limited to, patent, copyright, or trademark rights.
      3. LJAF and Third Party Intellectual Property Rights

         Giving Library and the Services contain copyrighted material, trademarks, and other proprietary information of LJAF including, but not limited to, software, photos, graphics, data, and images. Giving Library and the Services also contain copyrighted material, trademarks, and other proprietary information licensed by, or otherwise made available to, LJAF from third party content suppliers. You agree not to unlawfully modify, publish, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any copyrighted material or trademarks included in the Services. Except as otherwise expressly permitted by this Agreement, no posting, copying, downloading, uploading, transmission, retransmission, distribution, redistribution, publication, republication, decompilation, disassembling, reverse engineering, or modification or commercial exploitation of any copyrighted material included in the Services is permitted without the express permission of the copyright owner. In the event of any copying, redistribution, or publication of copyrighted material as permitted by this Agreement, no changes in or deletion of author attribution, trademark, legend, or copyright notice shall be made. Nothing in this Agreement shall be interpreted to limit in any way whatsoever, your rights under the Fair Use provisions of United States copyright law to make any Fair Use of Services and any information available therein, or portions thereof, for non-commercial purposes. Further, nothing herein is intended to or shall limit you from using the Services for any non-commercial purpose otherwise permissible by applicable law.

      4. Privacy

         The Giving Library Privacy Policy describes LJAF’s treatment of any information, including personally identifiable information, submitted by or collected from you. To review the Giving Library Privacy Policy, please click on the following link: [INSERT LINK TO POP UP BOX OF PRIVACY POLICY].

5. LJAF RIGHTS & OBLIGATIONS

   1. Services Availability

      For as long as LJAF continues to offer the Services, LJAF shall seek to update and improve the Services, but only at its sole discretion and without any duty to do so. LJAF permits you to use the Services as they may exist and be available on any given day and has no other obligations to you, except as expressly stated in the Agreement. LJAF may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, in LJAF’s sole discretion. LJAF further reserves the right to withhold, remove and/or discard any content or information made available as part of the Services. For avoidance of doubt, LJAF has no obligation to store, maintain or provide you a copy of any content that you may have had access to at any point when using the Services.

   2. Third Parties

      LJAF may include links to third party web sites (“Third Party Site(s)”). LJAF also may enable Platform Developers to create applications (“Platform Application(s)”) that provide features and functionality using data and developer tools made available by LJAF. You are responsible for evaluating whether you want to access or use a Third Party Site or Platform Application. You should review any applicable terms and/or privacy policy of a Third Party Site or Platform Application before using it or sharing any information with it, because you may give the operator permission to use your information in ways LJAF would not. LJAF is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites. LJAF also does not screen, audit, or endorse Platform Applications. Accordingly, if you decide to access Third Party Sites or use Platform Applications, you do so at your own risk and agree that your use of any Platform Application is on an “as-is” basis without any warranty as to the Platform Developer’s actions.

   3. Disclosure of User Information

      You acknowledge, consent and agree that LJAF may access, preserve, and disclose your use of the Services, and any information you may provide to LJAF, if LJAF is required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in LJAF’s opinion to: (1) comply with legal process, including but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce the Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a user, individual, third party entity, or government agency; (4) respond to service-related inquiries; or (5) protect the rights, property, or personal safety of LJAF, users of the Services, or the public.

6. INDEMNITY

   You agree to defend, indemnify and hold harmless LJAF (including any successors), and its founders, directors, officers, managers, employees, agents, and contractors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) your use of and access to the Services; (ii) your violation of any term or condition of this Agreement, including without limitation, your breach of any of the obligations, representations, and warranties herein; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights, trademark rights, copyrights, or any intellectual property right of any kind whatsoever; (iv) your violation of any law, rule or regulation of the United States or any other country; or (v) any claims or damages that arise as a result of your use of any content, data, or information provided or accessible through the Services.

7. DISCLAIMER OF WARRANTY

   SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS; AS A RESULT, THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

   DO NOT RELY ON THE GIVING LIBRARY, ANY INFORMATION THEREIN, OR ITS CONTINUATION. LJAF PROVIDES THE PLATFORM FOR THE GIVING LIBRARY AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. LJAF DOES NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.

   TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, LJAF DISCLAIMS ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY THE GIVING LIBRARY OR ANYTHING RELATED TO THE GIVING LIBRARY, YOU MAY TERMINATE THIS AGREEMENT BY CEASING TO USE THE SERVICES AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

   LJAF IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OR TRANSMISSION OF ANY MESSAGES, CONTENT, DATA, OR INFORMATION VIA THE GIVING LIBRARY. IN ADDITION, LJAF NEITHER WARRANTS NOR REPRESENTS THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, CONTENT, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON OR BY THE SERVICES MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL TO LJAF.

   LJAF DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES IN CONNECTION WITH THE GIVING LIBRARY WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. LJAF DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, LJAF DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE GIVING LIBRARY DATABASE AND/OR WEBSITE AND/OR SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON WHATSOEVER.

8. LIMITATION OF LIABILITY

   SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS; AS A RESULT, THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

   You understand that the Services are being provided free-of-charge. You further understand that LJAF is a nonprofit corporation that derives no financial benefit from the Giving Library, including operating and maintaining the Giving Library and your use of the Services. Accordingly, neither LJAF (including any successors) nor any of its founders, directors, officers, managers, employees, agents, and contractors shall be liable to you or any third party for any special, incidental, direct, indirect, punitive or consequential damages or loss of use, profit, revenue or data arising from your use of the Services.

   This limitation of liability shall:

   1. Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory; or (2) LJAF knew or should have known about the possibility of such damages; and
   2. Not apply to any damage that LJAF may cause you intentionally or knowingly in violation of the Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed by the Agreement.

9. TERMINATION

   1. Right of Termination

      LJAF may terminate the Agreement for any reason or no reason, at any time, with or without notice. Termination shall be effective immediately or as may be specified in any notice that LJAF, at its sole discretion, may provide. Termination may include disabling your access to and barring future use of the Services.

      For further clarity, and without limitation, LJAF may terminate the Agreement in the event you: fail to meet any obligation owed under the Agreement; violate any representation or warranty made under the Agreement; violate any law or regulation affecting or relating to the Agreement or the Services provided hereunder; violate a duty owed LJAF under the Agreement; or misuse the Services as provided for below.

   2. Misuse of Services

      LJAF may restrict, suspend or terminate your use of the Services in the event you misuse the Services (“Misuse”). By way of example, and without limitation, Misuse of the Services includes: using the Services in violation of any obligation, representation, or warranty you have or have made under the Agreement; using the Services in violation of any rights LJAF possesses under the Agreement; abusive conduct of any kind whatsoever; using the Services in any deceptive manner whatsoever; using the Services commercially; infringing any intellectual property rights; using the Services in any unlawful, or potentially unlawful, manner; or any other behavior that LJAF, in its sole discretion, deems contrary to the purpose of the Giving Library.

   3. Effect of Termination

      Upon the termination of the Agreement, you shall lose any right to access the Services. In addition, LJAF may block access to the Services from any IP address associated with you. The following terms of the Agreement shall survive any termination: Sections 4, 6, 7, 8, and 10.

10. MISCELLANEOUS PROVISIONS

    1. Venue

       Any dispute arising under or in connection with the Agreement or in any way related to the Agreement or to any matter or services that are the subject of the Agreement shall be subject to the exclusive jurisdiction of the state and/or federal courts located in the County of Harris, State of Texas, United States of America.

    2. Choice of Law

       Notwithstanding any otherwise applicable conflicts of laws principles and any otherwise applicable international treaty provisions, all matters relating to the validity, interpretation and enforcement of the Agreement shall be exclusively governed by and determined under the laws of the State of Texas.

    3. Assignment

       You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation by you shall be ineffective.

       LJAF may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. LJAF may also substitute, by way of unilateral novation, effective upon notice to you, LJAF for any third party that assumes LJAF’s rights and obligations under the Agreement.

    4. Amendment

       LJAF reserves the right to modify, supplement or replace the terms of the Agreement.

    5. Severability

       If for any reason a court of competent jurisdiction finds any provision, term, condition, obligation, or duty of this Agreement, or any portion thereof, to be unenforceable, the balance of the Agreement shall continue in full force and effect.

    6. Nonwaiver

       The failure of LJAF to insist in any one or more instances upon strict performance of, or compliance with, any provision of this Agreement by you, or to take advantage of any of its rights or remedies hereunder, shall not be construed as a waiver by LJAF of any such provision, right, or remedy with respect to any subsequent nonperformance or failure of compliance by you, or a modification of any such provision, but the same shall remain in full force and effect.

    7. Entire Agreement

       You agree that the Agreement constitutes the entire, complete and exclusive agreement between you and LJAF regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of the Agreement.