Effective Date: These Terms of Service were last revised on April 30, 2013. You may print this document for your records.
PLEASE READ THIS AGREEMENT CAREFULLY.
IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE.
Introduction and Overview
It’s important that you read the entire Terms that follow; but, here are some of the more significant points that we want to bring to your initial attention (click on section references for details, which terms and not the headings or summaries govern) in the event you are on a smart phone or other device with a small screen. Capitalized terms have the meanings given to them where defined in these Terms.
- Each time you use the Service, these Terms and any applicable Additional Terms apply. Any updates to them will apply to you; so you should check back each time you return for any updates.
- You may only use the TP Content (defined below) on the Service in connection with your permitted activities on the Service. (Section 1 and Section 3) You grant us a broad license to content you submit or post. (Section 2)
- The Service includes a social network and your activities (including social action, interaction with advertisers and media consumption) may be shared with others on and in connection with the Service (e.g., Gabe signed this gun control petition, Gary watched a video about climate change and Josh is a fan of Acme). (Section 4.C)
- Many types of disputes that may arise in connection with your access to and use of the Service are subject to mandatory arbitration – which includes your waiver of a right to a jury trial. (Section 11)
- We are providing the Service to you on an “as-is” basis, without any warranty of any kind, and our liability to you in connection with your use of the Service is very limited. Many other limitations and disclaimers relate to your use of the Service. (Section 12 and Section 13)
If You Want to Use This Service,
then carefully read these entire Terms (including all linked to details), as they constitute a written agreement between you and TakePart and affect your legal rights and obligations. The summaries of provisions and section headings are for convenience only and shall not limit the full Terms. If you are under the age of majority, you may use the Service only with involvement of a parent or guardian who agrees to these Terms and to be responsible for your use.
Each time you access and/or use the Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any applicable Additional Terms. Therefore, do not use the Service if you do not agree.
The business realities associated with operating the Service are such that, without the limitations that are set forth in these Terms — such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and our arbitration of certain disputes — TakePart would not make it available to you.
Linkable Terms of Service
These Terms are posted in interactive format to ease your review, especially using smart phones and other devices with small screens. What follows is essentially a table of contents with summary descriptions and links to the details. Click on the headings or “More” buttons to be taken to the full explanation. It is important that you read and understand these Terms in their entirety as the full provisions govern.
1. Service Content, Ownership, Limited License, and Rights of Others
We only grant you a limited revocable license to use the Service for your own non-commercial use subject to rules and limitations. Read more
2. Content You Submit and Community Usage Rules
You grant us a broad license, which we may sublicense, to the content you submit, including your Profile, which you represent you have the right to allow us to use. Use of our Service is subject to community usage rules and we have the right to manage our venue to keep its content appropriate. Read more
3. Service and Content Use Restrictions
Your use of our Service is subject to various restrictions designed to protect the Service and our users. We may change or discontinue our Service in whole or in part. Read more
4. Accounts, Profiles and Social Features
You may have the opportunity to open, revise and close your Accounts and setup and change Profiles, subject to certain rules. We may offer you the ability to set preferences regarding aspects of your Account and Profile, but these may not be completely effective. The Service includes a social network and your activities (including social action, interaction with advertisers and media consumption) on the Service may be shared with others in connection with the Service (e.g., Gabe signed this gun control petition, Gary watched a video about climate change and Josh is a fan of Acme). Read more
5. Procedure For Alleging Copyright Infringement
Users may not post content they do not own or control and may be suspended or terminated if they do so. Copyright owners may give us notice of infringement by following specific instructions mandated by federal law. Read more
6. Procedure For Alleging Infringement of Other Intellectual Property
You can also give notice of trademark and other infringements that you think occur on the Service. Read more
7. Notices, Questions and Customer Service
Click here to contact us for customer service or questions. You agree we may provide you notices, including of new terms and conditions, by posting notice on the home page or by other reasonable means, such as to the e-mail you provided.
8. Links By You To the Service
You may link to our Service, subject to some basic requirements. Read more
9. Third-Party Sites; Advertisements; Dealings With Third Parties
We are not responsible for third parties or their content, advertisement(s), apps or sites. For instance, our Take Action Platform may be integrated into third-party sites and apps that we do not control. Similarly, we may make third-party content or services available to you on or via our Service, which we also do not control. Use caution when dealing with third parties. Read more
10. Wireless and Location-Based Features
Wireless carrier charges may apply to use of the Service via wireless networks or Devices, for which you will be responsible. Our Service may have location-based features that may permit us to know your general location so we can customize content and ads, but will not give us pin-point geo-location details unless you consent. Read more
11. Dispute Resolution
You agree to arbitrate most disputes and waive jury trial and class actions. Read more
12. Disclaimer of Representations and Warranties
We disclaim most warranties and provide the Service “As Is”. Read more
13. Limitations of Our Liability
Our liability is greatly limited as more fully explained in this section. Read more
14. Waiver of Injunctive Or Other Equitable Relief
You waive equitable or injunctive relief. Read more
15. Volunteering – Release of Claims
You release us from any claims related to your participation in volunteer or other third-party activities and opportunities identified through the Service. Read more
16. Updates To Terms
These Terms and Additional Terms posted on the Service at each time of use apply to that use, and the Terms may be prospectively updated as our Service evolves. Posting of new Terms on the Service is notice to you thereof. Read more
17. General Provisions
You agree to various other terms and conditions, which you should read here, including regarding (a) our control and discretion; (b) the law that governs these Terms; (c) your indemnity of us; (d) accessing the Service from outside of the U.S.; (e) restriction on the Service for those in countries subject to U.S. export controls; (f) enforcement and interpretation of these Terms; (g) communications with us; (h) investigations, cooperation with law enforcement, termination and survival; (i) limit on assignment and delegation of rights and obligations; (j) how waivers may be made; (k) special terms for U.S. government users; and (l) your responsibility for your connectivity and access. Read more
18. Terms Applicable If Accessing the Service Through An Apple Device
There are some other things you should know if you are accessing the Service through an Apple device. Read more
Full Details of Terms of Service
1. Service Content, Ownership, Limited License, and Rights of Others
A. Content. The Service contains a variety of: (i) materials and other items relating to TakePart and its products and services, and similar items from our licensors and other third parties, including all layout, information, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, applications, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code); (ii) trademarks, logos, trade names, service marks, and trade identities of various parties, including those of TakePart, which include but are not limited to 77177 short code, Take Action Platform, www.takepart.com, TakePart, TakePart TV, Social Action Network, Participant Media, Participant Productions, and other TakePart graphics, logos, designs, page headers, button icons, scripts and service names (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “TP Content”).
B. Ownership. The Service (including past, present, and future versions) and the TP Content are owned or controlled by TakePart and our licensors and certain other third parties. All right, title, and interest in and to the TP Content available via the Service is the property of TakePart or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, patent, or other intellectual property rights and laws to the fullest extent possible. TakePart owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the TP Content on the Service.
C. Limited License. Subject to your strict compliance with these Terms and any applicable Additional Terms, TakePart grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to (i) download (temporary storage only), display, view, use, play, and/or print one copy of the TP Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only, and (ii) to use certain TP Content that we may from time to time make available on the Service explicitly for you for use as part of your User‑Generated Content (defined below) (“TakePart Licensed Elements”), but only for such purposes as may be explicitly stated at the time that the TakePart Licensed Elements are made available on the Service; but we and our licensors and certain other third parties, as the case may be, retain ownership of such TakePart Licensed Elements. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any TP Content, and (ii) may be immediately suspended or terminated for any reason, in TakePart’s sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of TP Content and/or TakePart Licensed Elements, subject to certain Additional Terms.
D. Rights of Others. In using the Service, you must respect the intellectual property and other rights of TakePart and others. Your unauthorized use of TP Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. TakePart respects the intellectual property rights of others. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Service, then please see Section 5 and Section 6 below.
E. Reservation of All Rights Not Granted As To Content and Service. These Terms and any applicable Additional Terms include only narrow, limited grants of rights to TP Content and to use and access the Service. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by TakePart and its licensors and other third parties. Any unauthorized use of any TP Content or the Service for any purpose is prohibited.
2. Content You Submit and Community Usage Rules
A. User-Generated Content.
(i) General. TakePart may now or in the future offer users of the Service the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Service (collectively, “submit”) messages, avatars, text, illustrations, files, images, graphics, photos, comments, responses, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, but excluding TakePart Licensed Elements included therein, “User-Generated Content”). TakePart may allow you to do this through a social media profile that informs other users about you and allows you to make your User‑Generated Content available to others (“Profile”), forums, blogs, message boards, social networking environments, content, creation tools, gameplay, social communities, e-mail, and other communications functionality. Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User‑Generated Content.
In your communications with TakePart, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation ideas, concepts, inventions, or designs for music, websites, apps, books, scripts, screenplays, motion pictures, television shows, theatrical productions, software or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on or send to us via the Service are deemed User‑Generated Content and licensed to us as set forth below. In addition, TakePart retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. TakePart’s receipt of your Unsolicited Ideas and Materials is not an admission by TakePart of their novelty, priority, or originality, and it does not impair TakePart’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.
(iii) License to TakePart of Your User-Generated Content. Except as otherwise described in any applicable Additional Terms (such as a contest official rules, which specifically govern the submission of your User‑Generated Content), you hereby grant to TakePart, and you agree to grant to TakePart, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User‑Generated Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User‑Generated Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User‑Generated Content for any purposes whatsoever, including developing, producing, and marketing products and/or services. In order to further effect the rights and license that you grant to TakePart to your User‑Generated Content, you also hereby grant to TakePart, and agree to grant to TakePart, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User‑Generated Content (including without limitation your Profile and the social networking and social advertising functionality of the Service – see Section 4.C), without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User‑Generated Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted by you.
(iv) TakePart’s Exclusive Right To Manage Our Venue. TakePart may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User‑Generated Content, and TakePart may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User‑Generated Content without notice or any liability to you or any third party in connection with our operation of User‑Generated Content venues in an appropriate manner. Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms, including, without limitation, the content restrictions set forth below in the Rules (defined in Section 2.B). Such User‑Generated Content submitted by you or others need not be maintained on the Service by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User‑Generated Content on the Service.
(v) Representations and Warranties Related To Your User-Generated Content. Each time you submit any User‑Generated Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User‑Generated Content you submit, and that, as to that User‑Generated Content, (a) you are the sole author and owner of the intellectual property and other rights to the User‑Generated Content, or you have a lawful right to submit the User‑Generated Content and grant TakePart the rights to it that you are granting by these Terms and any applicable Additional Terms, all without any TakePart obligation to obtain consent of any third party and without creating any obligation or liability of TakePart; (b) the User‑Generated Content is accurate; (c) the User‑Generated Content does not and, as to TakePart’s permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (d) the User‑Generated Content will not violate these Terms (including the Rules) or any applicable Additional Terms, or cause injury or harm to any person.
(vi) Enforcement. TakePart has no obligation to monitor or enforce your intellectual property rights to your User‑Generated Content, but you grant us the right to protect and enforce our rights to your User‑Generated Content, including by bringing and controlling actions in your name and on your behalf (at TakePart’s cost and expense, to which you hereby consent and irrevocably appoint TakePart as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
B. Community Usage Rules. As a user of the Service, these Community Usage Rules (“Rules”) are here to help you understand the conduct that is expected of members of the Service's online communities (“Communities”).
(i) Nature of Rules. Your participation in the Communities is subject to all of the Terms, including these Rules:
- Your User-Generated Content. All of your User‑Generated Content either must be original with you or you must have all necessary rights in it from third parties in order to permit you to comply with these Terms and any applicable Additional Terms. Your User‑Generated Content should not contain any visible logos, phrases, or trademarks that belong to third parties. Do not use any User‑Generated Content that belongs to other people and pass it off as your own; this includes any content that you might have found elsewhere on the Internet. If anyone contributes to your User‑Generated Content or has any rights to your User‑Generated Content, or if anyone appears in the User‑Generated Content, then you must also have their permission to submit such User‑Generated Content to TakePart. (For example, if someone has taken a picture of you and your friend, and you submit that photo to TakePart as your User‑Generated Content, then you must obtain your friend’s and the photographer’s permission to do so.)
- Speaking of Photos: No Pictures, Videos, or Images of Anyone Other Than You and Your Friends and Family. If you choose to submit photos to the Service, link to embedded videos, or include other images of real people, then make sure they are of you or of you and someone you know — and only if you have their express permission to submit it.
- Act Appropriately. All of your Service activities must be venue appropriate, as determined by us. Be respectful of others’ opinions and comments so we can continue to build Communities for everyone to enjoy. If you think your User‑Generated Content might offend someone or be embarrassing to someone, then chances are it probably will and it doesn’t belong on the Service. Cursing, harassing, stalking, insulting comments, personal attacks, gossip, and similar actions are prohibited. Your User‑Generated Content must not threaten, abuse, or harm others, and it must not include any negative comments that are connected to race, national origin, gender, sexual orientation, or physical handicap. Your User‑Generated Content must not be defamatory, slanderous, indecent, obscene, pornographic, or sexually explicit.
- Do Not Use for Commercial Purposes. Your User‑Generated Content must not advertise or promote a product or service or other commercial activity.
- Do Not Use to Solicit or Send Unwanted Communications. Do not harvest or collect e-mail addresses or other contact information of others from the Service by electronic or other means for the purposes of sending unsolicited e-mails or other unsolicited communications. Do not solicit personal information from anyone or solicit passwords or personally identifying information for commercial or unlawful purposes. This also includes not uploading, posting, transmitting, sharing or otherwise making available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.
- Do Not Use for Inappropriate Purposes. Your User‑Generated Content must not promote any infringing, illegal, or other similarly inappropriate activity.
- Be Honest and Do Not Misrepresent Yourself or Your User-Generated Content. Do not impersonate any other person, user, or company, and do not submit User‑Generated Content that you believe may be false, fraudulent, deceptive, inaccurate, or misleading, or that misrepresents your identity or affiliation with a person or company. Do not register for an Account (defined below) on behalf of an individual other than yourself, or register for an Account on behalf of any group or entity.
- Others Can See. We hope that you will use the Communities to exchange information and content and have venue appropriate discussions with other members. However, please remember that the Communities are public or semi-public and User‑Generated Content that you submit on the Service within a Community may be accessible and viewable by other users. Do not submit personally identifying information (e.g., first and last name together, password, phone number, address, credit card number, medical information, e-mail address, or other personally identifiable information or contact information) on Community spaces and take care when disclosing this type of information to others.
- Don’t Share Other Peoples’ Personal Information. Your User‑Generated Content should not reveal another person’s address, phone number, e-mail address, social security number, credit card number, medical information, financial information, or any other information that may be used to track, contact, or impersonate that individual, unless, and in the form and by the method, specifically requested by TakePart (e.g., when using a send-to-friend message tool).
- Don’t Damage the Service or Anyone’s Computers or Other Devices. Your User‑Generated Content must not submit viruses, Trojan horses, spyware, or any other technologies or malicious code that could impact the operation of the Service or any computer or other Device.
If you submit User‑Generated Content that TakePart reasonably believes violates these Rules, then we may take any legally available action that we deem appropriate, in our sole discretion. However, we are not obligated to take any action not required by law. We may require, at any time, proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, the User‑Generated Content in question being removed from the Service.
(ii) Your Interactions With Other Users; Disputes. You are solely responsible for your interaction with other users of the Service, whether online or offline. We are not responsible or liable for the conduct or content of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities.
C. Alerting Us of Violations. If you discover any content that violates these Terms, feel free to report it to us at firstname.lastname@example.org. For alleged infringements of intellectual property rights, see Sections 5 and 6, below.
3. Service and Content Use Restrictions
A. Service Use Restrictions. You agree that you will not: (i) aside from your purchase of goods or services offered for sale by TakePart or its affiliates, use the Service for any commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to TakePart; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service; (v) engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, TakePart, or other users of the Service; (vi) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service, the TP Content, or the User‑Generated Content; or (vii) otherwise violate these Terms or any applicable Additional Terms.
B. Content Use Restrictions. You also agree that, in using the Service: (i) you will not monitor, gather, copy, or distribute the TP Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such TP Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such TP Content; (iv) you will not use such TP Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make any modifications to such TP Content (other than to the extent of your permitted use of the TakePart Licensed Elements, if applicable); (vi) you will not modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party application or website, or otherwise use or exploit such TP Content in any way for any purpose except as specifically permitted by these Terms or any applicable Additional Terms or with the prior written consent of an officer of TakePart or, in the case of TP Content from a licensor, the owner of the TP Content; and (vii) you will not insert any code or product to manipulate such TP Content in any way that adversely affects any user experience.
C. Availability of Service and Content. You acknowledge that, to maintain the integrity of our venue, TakePart may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that postings or other uploaded User‑Generated Content will be retained, the maximum disk space that will be allotted on TakePart’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that TakePart has no responsibility or liability for the deletion or failure to store any communications or other content maintained or transmitted by the Service. You acknowledge that TakePart reserves the right to log off Accounts that are inactive for an extended period of time. You further acknowledge that TakePart reserves the right to modify these general practices and limits from time to time.
TakePart reserves the right, in its sole discretion, at any time, to modify, suspend, terminate or discontinue, temporarily or permanently, the availability of the Service and TP Content (or any elements and features of them) for any reason, with or without advance notice. You agree that TakePart shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
4. Accounts, Profiles and Social Features
If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or if you register using a third party service like Facebook Connect your user name and password for that account may transfer to your Account with us, or we may send you an e-mail notification with a randomly generated initial password) and you agree that: (i) You will not use a username (or e-mail address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or e-mail address for any other reason in our sole discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it, including on your Profile (defined below), continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your Account, password, and username – whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device so that others may not access any password protected portion of the Service using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your Account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your Account or any Account rights. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
TakePart may offer you the possibility to connect your accounts on certain Third‑Party Sites (as defined below), such as Facebook and Twitter, with the Service by an application programming interface (API) or other software. This account connection process may be separate from your Account registration on the Service, or may be used to create and maintain your Account with us. Use of these third party services will be governed by the policies and terms of service of the Third‑Party Sites. By allowing TakePart to connect with your Third‑Party Site accounts, you consent to TakePart accessing the information in those accounts, which may include personally identifiable information. If you terminate your Third‑Party Site accounts, you may lose access to your Account with us if that was the only way you created and maintained your Account on our Service.
If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any applicable Additional Terms, or any applicable law, then we may suspend or terminate your Account. We also reserve the more general and broad right to terminate your Account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability.
B. Profiles. Your “Profile” may not include any form of prohibited User‑Generated Content, as outlined in Section 2.A above and in our Rules. Without limiting the foregoing, Profiles may not include content that you are attempting to sell through the Service, and cannot be used to conduct commercial activities, including, but not limited to, transactions, advertising, fundraising, contests or other promotions absent our prior written consent. We may offer you the ability to set preferences relating to your Profiles or Service activities, but settings may not become effective immediately or be error free, and options may change from time-to-time. We assume no responsibility or liability for users’ Profile material.
We may offer you options regarding how and to whom some or all of your Profile is made available to others on (e.g., internal search) and off of (e.g., external search engines like Google) the Service. We will make good faith efforts to follow your instructions, but this will not be effective immediately and may not be error free. If you are having problems with Profile settings, contact us contact us here.
Profiles may only be set up by an authorized representative of the individual that is the subject of the Profile. We do not review Profiles to determine if they were created by an appropriate party, and we are not responsible for any unauthorized Profiles that may appear on the Service. If there is any dispute as to whether a Profile has been created or is being maintained by an authorized representative of the individual who is the subject of that Profile, then we shall have the sole right, but are not obligated, to resolve such dispute as we determine is appropriate in our sole discretion. Such resolution may include, without limitation, deleting or disabling access to Profile, or any portion thereof, at any time without notice.
The Service includes an online community and provides a social media experience. Subject to our good faith efforts to honor your election of certain options that we may offer from time to time regarding what is shared and with whom, your activities, your User‑Generated Content and your content consumption (including articles read, videos watched, and types of social action taken) may be viewable by, or shared with, others in connection with the Service. This may include with third-party publishers who have incorporated the Take Action Platform in their site or app, and with advertisers and non-profit organizations. It may also include with Third-Party Sites through their platform such as plug-ins and share buttons, but we are not responsible for Third-Party Sites. You consent to social ads and content by using our Service, and irrevocably grant us the sublicensable right to use and exploit your name (real and user names), persona, likeness, pseudonym, activity information and User‑Generated Content, and to share it with others, without any obligation or remuneration to you. This may include, without limitation, associating you with commercial, sponsored or related content (such as an issue you care about or that you read an article on, or the organizations you donated to). As examples, if you donate to Acme, or sign a gun control petition, other people who use the Service may be told that and we may serve you ads for other similar organizations or on related issues, or deliver to you additional content that we think you might like or agree with. If you are not the age of majority where you reside, you represent and warrant that your parent or guardian has read this section and consented and agreed on your behalf.
5. Procedure For Alleging Copyright Infringement
A. DMCA Notice. TakePart asks our users to respect the intellectual property of others. It is our policy to respond appropriately to clear notices of alleged copyright infringement, as set forth more fully below. In TakePart’s sole discretion, TakePart may remove content that may be infringing on another person’s intellectual property rights with or without notice to the potential infringer. In accordance with the U.S. Digital Millennium Copyright Act (“DMCA”) and other applicable law, TakePart has adopted a policy of terminating, in appropriate circumstances and at TakePart’s sole discretion, users who are deemed to be repeat infringers. If we remove or disable access in response to a DMCA Notice (defined below), we will make a good faith attempt to contact the owner or administrator of the affected site or content so that they may make a counter-notification. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice that includes all of the following:
(i) a legend or subject line that says: “DMCA Copyright Infringement Notice”;
(ii) a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
(iii) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL of the Service on which the material appears);
(iv) your full name, address, telephone number, and e-mail address;
(v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
(vi) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and
(vii) your electronic or physical signature.
TakePart will only respond to DMCA Notices that it receives by mail, e-mail, or facsimile at the addresses below:
By Mail: Copyright Agent
c/o TakePart, LLC
331 Foothill Road 3rd Floor
Beverly Hills, CA 90210
By E-Mail: email@example.com
By Facsimile: (310) 550-5106
For clarity, only DMCA Notices should go to the above e-mail address.
It is often difficult to determine if your copyright has been infringed. TakePart may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and TakePart may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.
Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.
Without limiting TakePart’s other rights, TakePart may, in appropriate circumstances, terminate a repeat infringer’s access to the Service and any other website owned or operated by TakePart. See Section 4 above.
B. Counter-Notification. If access on the Service to a work that you submitted to TakePart is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:
(i) a legend or subject line that says: “DMCA Counter-Notification”;
(ii) a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the URL of the Service from which the material was removed or access to it disabled);
(iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
(iv) your full name, address, telephone number, e-mail address, and the username of your Account;
(v) a statement that you consent to the jurisdiction of the United States District Court for the Central District of California, and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and
(vi) your electronic or physical signature.
Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed of disabled by mistake or misidentification may be subject to liability.
If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Service. You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.
6. Procedure For Alleging Infringement of Other Intellectual Property
If you own intellectual property other than copyrights and believe that your intellectual property has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice to the addresses set forth above that includes all of the following:
(a) a legend or subject line that says: “Intellectual Property Infringement Notice”;
(b) a description of the intellectual property that you claim has been infringed;
(c) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL of the Service on which the material appears);
(d) your full name, address, telephone number, and e-mail address;
(e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the owner of the intellectual property, its agent, or the law;
(f) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the owner of the intellectual property at issue (or, if you are not the owner, then your statement must indicate that you are authorized to act on the behalf of the owner of the intellectual property that is allegedly infringed); and
(g) your electronic or physical signature.
We will act on such notices in our sole discretion. Any user of the Service that fails to respond satisfactorily to TakePart with regard to any such notice is subject to suspension or termination. We may send the information that you provide in your notice to the person who provided the allegedly infringing material.
7. Notices, Questions and Customer Service. You agree that: (1) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the home page of the Service, or in another reasonable manner; and (2) we may contact you by mail or e-mail sent to the address provided by you. You agree to promptly notify us if you change your e-mail or mailing address by updating your Profile settings. All legal notices to us must be sent to TakePart, LLC, 331 Foothill Road, Third Floor, Beverly Hills, CA 90210.
If you have a question regarding using the Service, you may contact TakePart Customer Support by sending an e-mail to firstname.lastname@example.org. You acknowledge that the provision of customer support is at TakePart’s sole discretion and that we have no obligation to provide you with customer support of any kind.
8. Links By You To the Service. We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Service, so long as: (a) the links only incorporate text and do not use any other Trademarks, (b) the links and the content on your website do not suggest any affiliation with TakePart or cause any other confusion, and (c) the links and the content on your website do not portray TakePart or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to TakePart. TakePart reserves the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
9. Third-Party Sites; Advertisements; Dealings With Third Parties
A. Third-Party Content and Sites. Some of the content, services and functionality on the Service, such as advertisements, widgets, software, applications, articles, photographs and videos, may be provided by third parties (collectively, “Third‑Party Content”). From time to time we may post content on the Service at the request of a third party that is created and/or owned by such third parties, such as advertisers and non-profit organizations. Sometimes such third parties will pay TakePart or give TakePart other consideration for posting the content on the Service. When that happens, such content will be differentiated and labeled as “Sponsored” or “Advertisement” if it is not clearly an ad. Although we try to keep inappropriate third-party ads and other content off of the Service, we are not responsible for this third-party content or the third parties if you interact with them.
Service users may be able to view, access and interact with Third‑Party Content without leaving the Service, including viewing, accessing or interacting with Third‑Party Content that is imported or “framed” within the Service. The Service may also contain links to third-party websites that are not owned, controlled or operated by TakePart, and the Service may include links to third-party ads on the Service or otherwise, to or from third-party websites (collectively, “Third-Party Sites”), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with TakePart. In some instances, access to Third‑Party Content may require the user to register or otherwise interact with a Third‑Party Site. This sometimes will require the user to navigate away from the Service and complete a registration process at the Third‑Party Site. In other instances, it may be possible for a Service user to register for or interact with a Third‑Party Site within Third‑Party Content appearing on the Service. Any registration with respect to a Third‑Party Site is separate from any registration for the Service, and will be governed solely by the policies, terms and conditions of the Third‑Party Site, including privacy and data gathering policies. Please familiarize yourself with those policies, terms and conditions when you register with a Third‑Party Site. In some instances, third-party applications may request to access and publish information about you or your friends that is included in your TakePart Account.
TakePart may have no control over the content, operations, policies, terms, or other elements of Third‑Party Content or Third‑Party Sites, and TakePart does not assume any obligation to review any of them. TakePart does not endorse, approve, or sponsor any Third‑Party Sites, or any Third‑Party Content, advertising, information, materials, products, services, or other items. Furthermore, TakePart is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such sites. Finally, TakePart will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these Third‑Party Sites. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Third‑Party Sites. TakePart disclaims all liability in connection therewith.
B. Dealings With Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Third‑Party Sites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). TakePart disclaims all liability in connection therewith.
10. Wireless and Location-Based Features.
A. Wireless Features. The Service may offer certain features and services that are available to you via your wireless Device. These features and services may include the ability to access the Service's features and upload content to the Service, blog posts, send and receive messages from the Service including instant messages, download applications to your wireless Device, and other types of communications that may be developed for the Service (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features, for which you are responsible. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.
B. Terms of Wireless Features. You agree that as to the Wireless Features for which you are registered for, we may send communications to your wireless Device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features, subject to the next section. If you have registered via the Service for Wireless Features, then you agree to notify TakePart of any changes to your wireless contact information (including phone number) and update your Accounts on the Service to reflect the changes.
11. Dispute Resolution
Certain portions of this Section 11 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and TakePart agree that we intend that this Section 11 satisfies the “writing” requirement of the Federal Arbitration Act. This Section 11 can only be amended by mutual agreement.
A. First — Try To Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Service, the TP Content, your User‑Generated Content, these Terms, or any applicable Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of TakePart’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 11.D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 11.A. Your notice to us must be sent to: TakePart, LLC, 331 Foothill Road, Third Floor, Beverly Hills, CA 90210. For a period of sixty (60) days from the date of receipt of notice from the other party, TakePart and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or TakePart to resolve the Dispute or Excluded Dispute on terms with respect to which you and TakePart, in each of our sole discretion, are not comfortable.
B. Forums For Alternative Dispute Resolution
(i) Arbitration. If we cannot resolve a Dispute as set forth in Section 11.A within sixty (60) days of receipt of the notice, then either you or we may submit the Dispute to formal arbitration in accordance with this Section 11.B. If we cannot resolve an Excluded Dispute as set forth in Section 11.A within sixty (60) days of receipt of the notice, then either you or we may submit the Excluded Dispute to formal arbitration only if you and TakePart consent, in a writing signed by you and an officer or legal representative of TakePart, to have that Excluded Dispute subject to arbitration. In such a case (and only in such a case), that Excluded Dispute will be deemed a “Dispute” for the remainder of this Section 11.B.
Upon expiration of the applicable sixty-day period and to the fullest extent permitted by applicable law, a Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). If the Dispute has a claimed value of not more than $250,000, then the arbitration will be heard and determined by a single neutral arbitrator who is a retired judge or a lawyer with not less than fifteen (15) years’ experience as a practicing member of the bar in the substantive practice area related to the Dispute, who will administer the proceedings in accordance with the AAA’s Supplementary Procedures for Consumer Related Disputes. If the Dispute has a claimed value of more than $250,000, or if TakePart elects in its sole discretion to bear the costs of arbitration in excess of those that would occur for a proceeding before a single neutral arbitrator, then the arbitration will be heard and determined by a three-member panel, with one member to be selected by each party and the third (who will be chair of the panel) selected by the two party-appointed members or by the AAA in accordance with the Commercial Arbitration Rules. The arbitrator or arbitration panel, as the case may be, will apply applicable law and the provisions of these Terms and any applicable Additional Terms, will determine any Dispute according to the applicable law and facts based upon the record and no other basis, and will issue a reasoned award. If you and TakePart do not both consent to the arbitration of an Excluded Dispute as set forth in the immediately preceding paragraph of this Section 11.B(i), then this paragraph and the remainder of this Section 11.B will not apply to the Excluded Dispute.
If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within sixty (60) days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of TakePart consent to in writing. The substantive practice area requirements for the arbitrator and the $250,000 threshold for a the number of arbitrators assigned to the Dispute set forth in the paragraph above for the AAA arbitration will also apply to any such arbitration under JAMS or another arbitration service.
You can obtain AAA and JAMS procedures, rules, and fee information as follows:
AAA: 800.778.7879 JAMS: 949.224.1810
(ii) Nature, Limitations, and Location of Alternative Dispute Resolution. In arbitration, as with a court, the arbitrator must honor the terms of these Terms (and any applicable Additional Terms) and can award the prevailing party damages and other relief (including attorneys’ fees). However, WITH ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require TakePart to pay a greater portion or all of such fees and costs in order for this Section 11 to be enforceable, then TakePart will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the Dispute, and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) is based. Judgment on the arbitration decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act.
C. Limited Time To File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 11.A) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED.
D. Injunctive Relief. The foregoing provisions of this Section 11 will not apply to any legal action taken by TakePart to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, any TP Content, your User‑Generated Content and/or TakePart’s intellectual property rights (including such that TakePart may claim that may be in dispute), TakePart’s operations, and/or TakePart’s products or services.
E. Small Claims Matters Are Excluded From Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court, subject to Section 11.G.
F. No Class Action Matters. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. But if, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to Section 11.B(i) holds that this restriction is unconscionable or unenforceable, then our agreement in Section 11.B to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 11.G.
G. Federal and State Courts in Los Angeles. Except to the extent that arbitration is required in Section 11.B, and except as to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute may only be instituted in state or federal court in Los Angeles, California. Accordingly, you and TakePart consent to the exclusive personal jurisdiction and venue of such courts for such matters.
12. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK.
THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, TakePart, LLC, and its subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “TakePart Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
(a) the Service (including the TP Content and the User‑Generated Content);
(b) the functions, features, or any other elements on, or made accessible through, the Service;
(c) any products, services, or instructions offered or referenced at or linked through the Service;
(d) security associated with the transmission of your User‑Generated Content transmitted to TakePart or via the Service;
(e) whether the Service or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);
(f) whether the information (including any instructions) on the Service is accurate, complete, correct, adequate, useful, timely, or reliable;
(g) whether any defects to the Service will be repaired; and
(h) whether your use of the Service is lawful in any particular jurisdiction.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A TAKEPART PARTY, TAKEPART PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
13. LIMITATIONS OF OUR LIABILITY
UNDER NO CIRCUMSTANCES WILL ANY TAKEPART PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:
(a) the Service (including the TP Content and the User‑Generated Content);
(b) your use of or inability to use the Service, or the performance of the Service;
(c) any action taken in connection with an investigation by TakePart Parties or law enforcement authorities regarding your access to or use of the Service;
(d) any action taken in connection with copyright or other intellectual property owners or other rights owners;
(e) any errors or omissions in the Service's technical operation; or
(f) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if TakePart Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.
EXCEPT AS MAY BE PROVIDED IN ANY APPLICABLE ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TAKEPART PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID TAKEPART IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY TAKEPART OR A MANUFACTURER OF A PHYSICAL PRODUCT.
14. Waiver of Injunctive Or Other Equitable Relief
IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, TP CONTENT, USER-GENERATED CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY TAKEPART (INCLUDING YOUR LICENSED USER-GENERATED CONTENT) OR A LICENSOR OF TAKEPART.
15. Volunteering ‐ Release of Claims. As a convenience to users, the Service may offer a service to facilitate users being able to identify and locate opportunities for volunteer and other work with third-party organizations. In offering this service, however, TakePart does not endorse and makes no representations or warranties regarding any such third-party organizations. TakePart does not and has no duty to investigate the nature, safety, quality or integrity of any organization or of any opportunities that are offered.
If you participate in any such third-party activities, you, on behalf of yourself and your heirs, next of kin, spouse, guardians, legal representatives, employees, executors, administrators, agents, successors and assigns (collectively, the “Releasing Parties”), release and forever discharge TakePart, its parents, subsidiaries, affiliates, licensees, successors and assigns, and the officers, director, employees, contractors, partners, shareholders, representatives, members and agents of all of them (collectively, the “Released Parties”) from and against any and all claims, demands, liens, agreements, contracts, actions, suits, costs, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (collectively, the “Released Claims”) in any way directly or indirectly related to or arising directly or indirectly out of such activities. The Released Claims include those based on negligence of any of the Released Parties, products liability, personal injury, property damage or wrongful death.
You, on behalf of yourself and the other Releasing Parties, acknowledge that Releasing Parties may discover facts or incur or suffer claims that were unknown or unsuspected at the time these Terms were deemed to have been accepted, which such claims if known at that time may have materially affected your acceptance of the Terms. You and the other Releasing Parties acknowledge and agree that the Releasing Parties are assuming any risk of such unknown facts and such unknown and unsuspected claims. Releasing Parties have been advised of the existence of Section 1542 of the California Civil Code, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT 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.
Notwithstanding such provisions or laws of similar effect, this release shall constitute a full release in accordance with its terms. Releasing Parties knowingly and voluntarily waive the provisions of Section 1542, as well as any other statute, law, or rule of similar effect in any jurisdiction.
16. Updates To Terms. These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use). AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SERVICE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SERVICE UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF ADDITIONAL TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE ADDITIONAL TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted Terms and any applicable Additional Terms each time you use the Service (at least prior to each transaction or submission). The Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional Terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page and the e-mail you associated with your Account for notices, all of which you agree are reasonable manners of providing you notice. You can reject any new, revised or additional Terms by discontinuing use of the Service and related services.
17. General Provisions
A. TakePart’s Consent or Approval. As to any provision in these Terms or any applicable Additional Terms that grants TakePart a right of consent or approval, or permits TakePart to exercise a right in its “sole discretion,” TakePart may exercise that right in its sole and absolute discretion. No TakePart consent or approval may be deemed to have been granted by TakePart without being in writing and signed by an officer of TakePart.
B. Applicable Law. These Terms and any applicable Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the state of California, without regard to its conflicts of law provisions.
C. Indemnity. You agree to, and you hereby, defend, indemnify, and hold TakePart Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any TakePart Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your User‑Generated Content; (ii) your use of the Service and your activities in connection with the Service; (iii) your breach or alleged breach of these Terms or any applicable Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) TakePart Parties’ use of the information that you submit to us (including your User‑Generated Content) (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by TakePart Parties in the defense of any Claim and Losses. Notwithstanding the foregoing, TakePart Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. TakePart Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a TakePart Party.
D. Operation of Service; Availability of Products and Services; International Issues. TakePart controls and operates the Service from its U.S.-based offices in the U.S.A., and TakePart makes no representation that the Service is appropriate or available for use beyond the U.S.A. If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The Service may describe products and services that are available only in the U.S.A. (or only parts of it) and are not available worldwide. We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service, or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.
E. Export Controls. Software related to or made available by the Service may be subject to export controls of the U.S.A. No software from the Service may be downloaded, exported, or re-exported (i) into (or to a national or resident of) any country or other jurisdiction to which the U.S.A. has embargoed goods, software, technology or services (which, as of the effective date of these Terms, includes Cuba, North Korea, Iran, Sudan, and Syria), or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders, or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls, including as set forth in subsections (i) – (iii) above.
F. Severability; Interpretation. If any provision of these Terms, or any applicable Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms or any applicable Additional Terms, the word will be deemed to mean “including, without limitation,”. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.
G. Communications. When you communicate with us electronically, such as via e-mail and text message, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. 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.
H. Investigations; Cooperation With Law Enforcement; Termination; Survival. TakePart reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any applicable Additional Terms, (iii) investigate any information obtained by TakePart in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any applicable Additional Terms, and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any applicable Additional Terms, suspend or terminate your access to it, in whole or in part, including any user Accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to TakePart under these Terms or any applicable Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from TakePart, all rights granted to you under these Terms or any applicable Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any applicable Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to TakePart in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
I. Assignment. TakePart may assign its rights and obligations under these Terms and any applicable Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any applicable Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of TakePart.
J. No Waiver. Except as expressly set forth in these Terms or any applicable Additional Terms, (i) no failure or delay by you or TakePart in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any applicable Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
K. U.S. Government Restricted Rights. If you are a government end user, then this provision applies to you. The Service provided in connection with these Terms has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227-7015 (or any equivalent or subsequent agency regulation thereof), and is provided as “commercial items,” “commercial computer site” and/or “commercial computer site documentation.” Consistent with DFARS section 227.7202 and FAR section 12.212 and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these Terms and shall be prohibited except to the extent expressly permitted by these Terms.
L. Connectivity. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all Internet service provider, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them.
18. Terms Applicable If Accessing the Service Through An Apple Device.
If you are accessing or using the Service through an Apple Internet Device, the following additional terms and conditions are applicable to you and are incorporated into the Terms by this reference:
(i) To the extent that you are accessing the Service through an Apple Internet Device, you acknowledge that these Terms are entered into between you and TakePart and, that Apple, Inc. (“Apple”) is not a party to these Terms other than as third party beneficiary as contemplated below.
(ii) The license granted to you in Section 1 of these Terms is subject to the permitted Usage Rules set forth in the App Store Terms of Service (see http://www.apple.com/legal/itunes/us/terms.html) and any third party terms of agreement applicable to the Service.
(iii) You acknowledge that TakePart, and not Apple, is responsible for providing the Service and content thereof.
(iv) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or support services to you with respect to the Service.
(v) To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service.
(vi) Notwithstanding anything to the contrary herein, and subject to the terms in these Terms, you acknowledge that, solely as between Apple and TakePart, TakePart, and not Apple is responsible for addressing any claims you may have relating to the Service, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims, (ii) any claim that the Service fails to confirm to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(vii) Further, you agree that if the Service, or your possession and use of the Service, infringes on a third party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.
(viii) You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.
(ix) When using the Service, you agree to comply with any and all third party terms that are applicable to any platform, website, technology or service that interacts with the Service.
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