Innovate for America
Website Terms of Service
Last Updated: May 2, 2013
Welcome to the Innovate for America (“Innovate”) website located at innovateforamerica.org (the “Site”). Please read these Terms of Service (the “Terms”) carefully because they govern your use of our Site.
Agreement to Terms
By using our Site, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Site.
Changes to Terms or Site
We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Site after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you can’t use the Site anymore. Because our Site is evolving over time we may change or discontinue all or any part of the Site, at any time and without notice, at our sole discretion.
Using the Site
You may use the Site only if you are 18 years of age or older and are not barred from using the Site under applicable law.
We welcome feedback, comments and suggestions for improvements to the Site (“Feedback”). You can submit Feedback by emailing us at firstname.lastname@example.org. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicenseable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
Content Ownership, Responsibility and Removal
Innovate and its licensors exclusively own all right, title and interest in and to the Site and Content, including all associated intellectual property rights. As used in these Terms, (a) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Site; and (b) “User Content” means any Content that users of the Site (including you) provide to Innovate to be made available through the Site. Subject to the foregoing, Innovate and its licensors exclusively own all right, title, and interest in and to the Site and Content, including all associated intellectually property rights. You acknowledge that the Site and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site or Content.
Rights in Content Granted by Innovate
Subject to your compliance with these Terms, Innovate grants you a limited, non-exclusive, non-transferable, non-sublicenseable license to access and view the Content solely in connection with your permitted use of the Site and solely for your personal and non-commercial purposes.
Rights in User Content Granted by You
By making any User Content available through the Site, you hereby grant to Innovate a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license and permission (a) to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Site and Content to you and to other users of the Site, and (b) to the extent that you share your own story as part of User Content with Innovate, to use your name, likeness and biographical material, solely as necessary to exercise the foregoing license rights.
You are solely responsible for all of your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Site, nor any use of your User Content by Innovate on or through the Site will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
If you would like us to update, correct or delete your User Content, please contact us at email@example.com with your request. We will use commercially reasonable efforts to honor your request, but some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Site, including as an archived copy as required by law or for legitimate business purposes.
You agree not to do any of the following:
Although we’re not obligated to monitor access to or use of the Site or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Site, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, including User Content, at any time, for any reason, and without notice. We have the right to investigate violations of these Terms or conduct that affects the Site. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Innovate respects copyright law and expects its users to do the same. Please see Innovate’s Copyright Policy for further information.
Links to Third Party Websites or Resources
The Site may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
We may terminate your access to and use of the Site, at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of Site, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
The Site and Content are provided “AS IS,” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Site will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
You will indemnify and hold harmless Innovate and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Site or Content or (ii) your violation of these Terms.
Limitation of Liability
NEITHER INNOVATE NOR ANY OTHER party involved in creating, producing, or delivering the Site or content will be liable for any incidental, special, exemplary or consequential damages, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SITE arising ouT of or in connection with thESE TERMS or from the use OF or inability to use the Site or CONTENT, whether based on warranty, contract, tort (including negligence), PRODUCT LIABILITY or any other legal theory, and whether or not innovate has been informed of the possibility of such damage, EVEN IF A limited REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PUrPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
In no event will innovate’S total liability arising out of or in connection with THESE TERMS OR FROM THE USE OF OR INABILITY TO USE the Site or content EXCEED FIFTY DOLLARS ($50). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INNOVATE AND YOU.
Controlling Law and Jurisdiction
These Terms and any action related thereto will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action related to the Site or these Terms will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
These Terms constitute the entire and exclusive understanding and agreement between Innovate and you regarding the Site and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Innovate and you regarding the Site and Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Innovate’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Innovate may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Any notices or other communications provided by Innovate under these Terms, including those regarding modifications to these Terms, will be given by Innovate: (i) via email; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Innovate’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Innovate. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Site, please contact Innovate at America at firstname.lastname@example.org.
Innovate for America
License and Services Agreement
PLEASE READ CAREFULLY THE TERMS AND CONDITIONS OF THIS LICENSE AND SERVICES AGREEMENT (“AGREEMENT”). THIS AGREEMENT GOVERNS YOUR RELATIONSHIP WITH INNOVATE FOR AMERICA (“INNOVATE”) IF YOU CHOOSE TO PARTICIPATE IN INNOVATE’S INFORMATION DATABASE, LICENSE THE INNOVATE FOR AMERICA WEBSITE WIDGET AND LOGO, AND/OR PUBLICIZE YOUR USE OF THE INNOVATE SERVICES (TOGETHER, THE “SERVICES”).
By clicking on the “I accept” button below, you have indicated that you understand this Agreement and accept all of its terms. If you are accepting the terms of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that company or other legal entity. If you do not accept all of the terms of this Agreement, then Innovate is unable to provide the Services to you.
We will make one or more of the Services available to you free of charge. Innovate offers three options to participate based on the information and Services you select.
Level One: You agree to participate in Innovate’s information database by providing to Innovate upon request information about how many jobs your company or other legal entity has created and where those jobs are located.
Level Two: Innovate will license to you, subject to the terms and conditions of this Agreement, the Innovate website widget, which includes the Innovate trademark, service mark, trade name, and/or associated logo, and refreshes daily with the total number of jobs created by users of the Services (the “Widget”), for use on your website.
Level Three: Innovate will license the trademark, service mark, trade name, and associated logo of your company or other legal entity (“Your Logo”), subject to the terms and conditions of this Agreement, in order to publicize the Services and your use thereof on the Innovate website, located at innovateforamerica.org (the “Innovate Site”).
LICENSE TO WIDGET
By selecting Level Two, and subject to your compliance with the terms and conditions of this Agreement, Innovate grants you a non-exclusive, non-transferable, worldwide, fully paid-up, royalty-free license to use, post, and publicly display the Innovate Widget in electronic form on your website and to reproduce the Innovate Widget solely as necessary to exercise the foregoing license rights.
Your use of the Widget will be in accordance with any trademark usage guidelines that Innovate provides to you from time to time. You acknowledge and agree that any and all goodwill and other proprietary rights that are created by or result from your use of the Widget as permitted hereunder will inure solely to the benefit of Innovate. You will not copy, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, or otherwise exploit the Widget, except as expressly permitted in this Agreement. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned by Innovate or its licensors, except for the licenses and rights expressly granted in this Agreement.
LICENSE TO YOUR LOGO
By selecting Level Three, and subject to Innovate’s compliance with the terms and conditions of this Agreement, you grant to Innovate a non-exclusive, non-transferable, worldwide, fully paid-up, royalty-free license to use, post, and publicly display Your Logo in electronic form on the Innovate Site, and to reproduce the Your Logo solely as necessary to exercise the foregoing license rights.
Innovate’s use of Your Logo will be in accordance with any trademark usage guidelines that you provide to Innovate from time to time. Innovate acknowledges and agrees that any and all goodwill and other proprietary rights that are created by or result from Innovate’s use of Your Logo as permitted hereunder will inure solely to your benefit. Innovate will not copy, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, or otherwise exploit Your Logo, except as expressly permitted in this Agreement. No licenses or rights are granted to Innovate by implication or otherwise under any intellectual property rights owned by you or your licensors, except for the licenses and rights expressly granted in this Agreement.
Subject to the rights expressly granted hereunder, Innovate reserves all rights, title, and interest in and to the Services and Widget, including all related intellectual property rights. As between you and Innovate, and subject to the rights granted hereunder, you reserve all rights, title, and interest in and to Your Data and Your Logo, including all related intellectual property rights.
Term AND TERMINATION
This Agreement will remain in effect unless terminated earlier in accordance with the terms of this Agreement. Either party may terminate this Agreement at any time on thirty (30) days’ prior written notice. Upon termination, all license rights will cease and Innovate will have no obligation to maintain any of the data or information submitted by you in connection with the Services (“Your Data”) and will thereafter, unless legally prohibited, delete all of Your Data stored as part of the Services or otherwise in Innovate’s possession or control.
The Services and Widget are provided “as is,” without warranty of any kind. INNOVATE DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES AND WIDGET, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
You shall defend, indemnify and hold Innovate harmless against any claim, demand, suit, or proceeding made or brought against Innovate by a third party in connection with Your Data or your use of the Services, including, but not limited to, allegations that Your Data breaches this Agreement or Innovate’s use of Your Logo under this Agreement infringes or misappropriates the intellectual property rights of a third party or violates any privacy right or applicable law.
LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) OR THE USE OR PERFORMANCE OF THE WIDGET OR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. INNOVATES TOTAL CUMULATIVE LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED FIFTY DOLLARS ($50).
You may not assign or transfer this Agreement, in whole or in part, without Innovate’s prior written consent, and any attempted assignment or transfer, without such consent, shall be void. Innovate may assign or transfer this Agreement, at any time, in its sole discretion. Subject to the foregoing, this Agreement shall be binding upon and shall benefit the successors and permitted assigns of the parties. This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding that body of law known as conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any notices and other communications hereunder shall be deemed to have been given via email (to email@example.com in the case of Innovate), with the date of receipt deemed the date on which such notice is transmitted. This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties.