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Terms

TERMS OF USE

These Terms of Use govern your use of the Community Platform website (“Platform”). This Platform is provided to you by Start the Wave, Inc. (“STW” or “we”), a nonprofit organization registered in Delaware, USA with a principal place of business at P.O. Box 12929, Wilmington, NC 28405 USA. 

These Terms are a legally binding agreement between you and STW governing your access to and use of the Platform and setting out your rights and responsibilities when you use the Platform. By using the Platform, you are agreeing to these Terms. If you do not agree to these Terms, please do not use or access the Platform. If you will be using the Platform on behalf of an entity (such as on behalf of your employer), you agree to these Terms on behalf of that entity and its affiliates and you represent that you have the authority to do so. In such case, "you" and "your" will refer to that entity as well as yourself.

1. Who We Are. 

STW is a nonprofit organization that funds, supports, and connects wavemakers worldwide. We are providing you access to and use of this Platform so that you may further those connections with fellow wavemakers to get to know one another, exchange ideas, and support each other's work.

If you have any questions or concerns at any time, please do not hesitate to contact us at the address above or by emailing us at community@startthewave.org.

2. What is STW’s Role. 

We have allowed you access to this Platform free of charge, pursuant to these Terms of Use, the Privacy Policy, and the STW Vision & Values (collectively, the “Terms”). 

STW is not the creator, organizer or owner of the forums, chats, events, etc. listed on the Platform. Rather, STW provides the Platform, which allows you to communicate with other users, promote your events, and exchange ideas and tips about volunteer efforts. You are solely responsible for ensuring that any page(s) or event(s) you provide on the Platform (and the event itself) meet all applicable local, state, provincial, national and other laws, rules and regulations, and that the goods and services described on the event page are delivered as described and in an accurate satisfactory manner. STW has no control over, nor any influence on, any user or user content on the Platform and you are using the Platform at your own discretion. 

3. What is Your Role.

We have provided you and only you access to and use of the Platform. You are not allowed to provide access to and/or use of the Platform to any other individual or third party. You agree to abide by all Terms and not to access or use the Platform for any reason other than as stated within the Terms. 

By creating a user profile and using the Platform, you agree that we may use your information to send you marketing and solicitation emails for donations. You do have the ability to change these settings within your user profile or unsubscribe to such emails. 

4. Term and Termination. 

The Terms apply to you as soon as you access the Platform by any means and continue in effect until they are terminated. 

STW may terminate your right to use the Platform at any time:

  • if you violate or breach these Terms;
  • if you misuse or abuse the Platform, or use the Platform in a way not intended or permitted by STW; or
  • if allowing you to access and use the Platform would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose (or potentially expose) STW to legal liability.

STW may choose to stop offering the Platform, or any particular portion of the Platform, or modify or replace any aspect of the Platform, at any time. We will use reasonable efforts to provide you with notice of our termination of your access to the Platform, where, in STW’s sole discretion, failure to do so would materially prejudice you. You agree that STW will not be liable to you or any third-party as a result of its termination of your right to use or otherwise access the Platform.

You may terminate your access to the Platform and the general applicability of Terms by deleting your account. So long as you continue to access the Platform, even without an account, these Terms remain in effect. 

All provisions of these Terms that by their nature should survive termination of these Terms will survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum and intellectual property protections and licenses).

5. Restricted Countries.

As a global organization based in the USA with operations in other countries, STW complies with certain export controls and economic sanctions laws. All users, regardless of you or your organization’s location should familiarize yourself with these restrictions. 

In accepting these Terms you represent and warrant that:

  • you are not located in, and you are not a national or resident of, any country to which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods and/or services of the same type as the Platform, including without limitation, Cuba, Iran, North Korea, Syria or the Crimea region of Ukraine; and
  • you are not a person or entity, or owned by, under the control of, or affiliated with, a person or entity:

A. that appears on the U.S. Office of Foreign Assets Control's Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List; the U.S. Department of State's Terrorist Exclusion List; the Bureau of Industry and Security's Denied Persons, Entity or Unverified List; the Consolidated List of Targets published by the U.K. HM Treasury; the Consolidated List published by the A.U. Department of Foreign Affairs and Trade;

B. that is subject to sanctions in any other country; or

C. that is engaged in the design, development or production of nuclear, biological or chemical weapons, missiles or unmanned aerial vehicles.

6. Privacy and Security. 

We know your personal information is important to you and it is important to STW too. Information provided to STW by users or collected by STW through the Platform, is governed by our Privacy Policy.

To operate this Platform, we need to store and distribute content and data in data centers and systems around the world, including outside your country of residence. This infrastructure is operated and controlled by ToucanTech Ltd, which is hosted on Amazon Web Platform. 

7. Indemnification.

You hereby agree to release STW from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other users) in connection with the Platform or any event listed on the Platform. In addition, you waive any applicable law or statute, which says, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY."

You agree to defend, indemnify and hold STW and each of its officers, directors, volunteers, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys' and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a "Claim") relating to or arising out of:

  • your breach of these Terms (including any terms or agreements or policies incorporated into these Terms);
  • your use of the Platform in violation of these Terms or other policies we post or make available;
  • your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party;
  • if you are an organizer of an event, your events (including where such events have been discussed or organized on the Platform).

STW will provide notice to you of any such Claim, provided that the failure or delay by STW in providing such notice will not limit your obligations hereunder except to the extent you are materially prejudiced by such failure. Also, in certain circumstances, STW may choose to handle the Claim ourselves, in which case you agree to cooperate with STW in any way we request.

8. DISCLAIMER OF WARRANTIES.

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. STW expressly disclaims all warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, title, non-infringement and fitness for a particular purpose. For example, STW makes no warranty that:

the Platform (or any portion of the Platform) will meet your requirements or expectations;

A. the Platform will be uninterrupted, timely, secure, or error-free; or

B. the results that may be obtained from the use of the Platform will be accurate or reliable.

You acknowledge that STW has no control over and does not guarantee the quality, safety, accuracy or legality of any event or content uploaded or posted to the Platform, the truth or accuracy of any information provided by users. STW has no responsibility to you for, and hereby disclaims all liability arising from, the acts or omissions of any third parties that STW requires to provide the Platform, that an Organizer chooses to assist with an event, or that you choose to contract with when using the Platform.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, will be limited to the maximum extent permitted by law.

9. LIMITATION OF LIABILITY.

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, OR AS OTHERWISE SET FORTH HEREIN, STW AND ANY PERSON OR ENTITY ASSOCIATED WITH STW'S PROVISION OF THE PLATFORM (E.G., AN AFFILIATE, VENDOR, STRATEGIC PARTNER, VOLUNTEER, OR EMPLOYEE) ("ASSOCIATED PARTIES"), WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY, FOR:

A. ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OPPORTUNITY COSTS, INTANGIBLE LOSSES, OR THE COST OF SUBSTITUTE SERVICES (EVEN IF STW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); OR

B. THE MAXIMUM AGGREGATE LIABILITY OF STW IS LIMITED TO ONE HUNDRED U.S. DOLLARS (US $100).

Nothing in these Terms is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you and our liability is limited to the maximum extent permitted by law.

10. Your Use of the Platform.

We grant you a limited, non-exclusive, non-transferable, non-sublicensable (except to sub-users registered via the Platform), revocable right to use our Platform solely to communicate with other STW Community members to further STW’s mission and values as further set forth on the Platform and on STW’s website (www.startthewave.org). 

Your use of the Platform must be in compliance with the Terms and in compliance with all applicable local, state, provincial, national and other laws, rules and regulations. 

Restrictions on Your License. Without limitations on other restrictions, limitations and prohibitions that we impose (in these Terms or elsewhere), you agree you will not directly or indirectly (and will not allow any other individual to directly or indirectly):

A. copy, modify, reproduce, translate, localize, port or otherwise create derivatives of any part of the Platform;

B. reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Platform;

C. rent, lease, resell, distribute, use the Platform for other commercial purposes not contemplated or otherwise exploit the Platform in any unauthorized manner;

D. scrape, crawl, or employ automated means to extract data from the Platform; and/or

E. remove or alter any proprietary notices on the Platform; or 

F. engage in any activity that interferes with or disrupts the Platform.

11. Our Intellectual Property and Copyrights. 

You agree that all content provided to you as part of the Platform (“Site Content”) may be protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. STW may own the Site Content or portions of the Site Content may be made available to STW through arrangements with third parties. Site Content included in or made available through the Platform is the exclusive property of STW and is protected by copyright laws. You agree to use the Site Content only for purposes that are permitted by these Terms and any applicable local, state, provincial, national or other law, rule or regulation. Any rights not expressly granted herein are reserved.

Trademarks. The trademarks, service marks and logos of STW (the "STW Trademarks") used and displayed in connection with the Platform are registered and unregistered trademarks or service marks of STW. Other company, product and service names used in connection with the Platform may be trademarks or service marks owned by third parties (the "Third Party Trademarks," and, collectively with STW Trademarks, the "Trademarks"). The offering of the Platform will not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Platform without the prior written consent of STW specific for each such use. The Trademarks may not be used to disparage STW, any third party or STW's or such third party's products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless STW approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any STW Trademark will inure to STW's benefit. A number of issued patents and patents pending apply to the Platform. Site Content may also be protected by copyrights owned by STW and/or third parties. Please note that if you copy portions of the Platform you are violating these patent rights and copyrights.

12. Your Account. 

​​We may require you to create an account to access certain features or functions of the Platform. You agree to follow certain rules when you create an account with STW or use the Platform, including the following:

  • You must be at least 18 years of age, or the legal age of majority where you reside, to use the Platform. If you are 13 or older, you may only use the Platform under the supervisions of a parent or legal guardian who manages your use and/or account. However, if you are under 13, please do not provide us with any information about yourself.
  • You agree to provide true, accurate, current and complete information about yourself, or if you are using the Platform on behalf of an entity, the entity (the "Registration Data"). You also agree to update this Registration Data if it changes.
  • If there is a dispute between two or more persons or entities as to account ownership, STW will be the sole arbiter of that dispute and STW's decision (which may include termination or suspension of the account) will be final and binding on those parties.
  • If you are using the Platform on behalf of a company or other entity, you represent and warrant that you have the authority to legally bind that entity and grant STW all permissions and licenses provided in these Terms.
  • We may provide you the ability to implement certain permission within your account to third parties including, "sub-users," "sub-accounts," or other credentialed account users. If we do so, you agree that you are solely responsible for all activity that occurs under your account (including actions by sub-users), so you must maintain the confidentiality of your password and account details. You likewise agree that all rules applicable to your account will apply to all third parties to whom you grant access to your account.
  • You agree to immediately notify STW of any unauthorized use of your password or account or any other breach of security. You are responsible for (and we will hold you responsible for) any activities that occur under your account.
  • You agree to not use our services to collect any sensitive personal information, such as health information (including "protected health information" as defined in 45 C.F.R. §160.103), social security numbers, financial information, payment card numbers, driver's license numbers, and passport numbers.

13. Our Community Standards. 

You agree to abide by the STW Vision & Values whenever you use or access our Platform. Please read these carefully, as they affect what types of content and conduct are permitted on and through the STW Platform.

14. License. 

STW does not make any claim to your content uploaded to the Platform (“Your Content”). However, you are solely responsible for Your Content. You hereby grant STW a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works based on Your Content, in whole or in part, in any media, for the purpose of operating the Platform (including STW's promotional and marketing services, which may include without limitation, promotion of your event on a third party website), and you hereby waive any and all moral right to use the name you submit with Your Content. Notwithstanding the foregoing, STW does not claim, and you do not transfer, any ownership rights in any of Your Content and nothing in these Terms of Service will restrict any rights that you may have to use and exploit Your Content outside of the Platform.

15. Your Representations About Your Content. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content

A. does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party;

B. complies with all applicable local, state, provincial, national and other laws, rules and regulations; and

C. does not violate these Terms.

Additional Rules About Your Content. Your Content must be accurate and truthful. STW reserves the right to remove Your Content from the Platform if STW believes in its sole discretion that it violates these Terms, our STW Vision & Values, or for any other reason. STW may use your name and logo (whether or not you have made it available through the Platform) for the purpose of identifying you as an existing or past STW Community member both on the Platform and in marketing, advertising and promotional materials. We likewise may preserve Your Content and account information and may also disclose Your Content and account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:

A. comply with legal process;

B. respond to claims that any of Your Content violates the rights of third parties;

C. enforce or administer the Terms of Service, including without limitation, these Terms of Service; and/or

D. protect the rights, property and/or personal safety of STW, its users and/or the public, including fraud prevention.

You understand that the technical processing and transmission of the Platform, including Your Content, may involve transmissions over various networks and/or changes to conform and adapt to technical requirements of connecting networks or devices.

16. Miscellaneous. 

Modifications. Modifications to the Terms or Platform STW reserves the right to modify these Terms from time to time (collectively, "Modifications"). If we believe the Modifications are material, we will inform you about them by doing one (or more) of the following

1. posting the changes through the Platform;

2. updating the "Updated" date at the top of this page; or

3. sending you an email or message about the Modifications.

Modifications that are material will be effective thirty (30) days following the "Updated" date or such other date as communicated in any other notice to you. Modifications that are simply addressing new functions we add to the Platform or which do not impose any additional burdens or obligations on you will be effective immediately. You are responsible for reviewing and becoming familiar with any Modifications. Your continued use of the Platform following Modifications constitutes your acceptance of those Modifications and the updated Terms. In certain circumstances, STW may seek a Modification to these Terms that will only apply to you. This type of Modification must be accomplished by way of a written or electronic document signed by you and an authorized officer of STW. STW is constantly evolving our products and services to better meet the needs of our users. Because of this, we cannot guarantee the availability of certain product features or functionality. STW reserves the right to modify, replace or discontinue any part of the Platform or the entire Service.

Assignment. We may, without your consent or approval, freely assign these Terms and our rights and obligations under these Terms whether to an affiliate or to another entity in connection with a corporate transaction or otherwise.

Entire Agreement. Except as otherwise set forth herein, these Terms constitute the entire agreement between you and STW and govern your use of the Platform, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and STW on the subject matter hereof, other than any written agreement for Platform between you and an authorized officer of STW relating to a specified event or events.

Applicable Law and Jurisdiction. These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. These laws will apply no matter where in the world you live.You and STW agree to submit to the personal jurisdiction of the federal or state courts (as applicable) located in Delaware.

Feedback. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Platform ("Feedback"). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

Third Party Websites; Linked Accounts; Third Party Offers. The Platform may provide, or users may provide, links to other Internet websites or resources. Because STW has no control over such websites and resources, you acknowledge and agree that STW is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, offers, products, services or other materials on or available from such websites or resources, or any damages or losses related thereto, even if such websites or resources are connected with STW partners or third party service providers. 

Additional Miscellaneous Provisions. Our failure to enforce any part of these Terms will not constitute a waiver of our right to later enforce that or any other part of these Terms. No oral waiver, amendment or modification of these Terms will be effective. If any provision of these Terms is found to be unenforceable, that part will be limited to the minimum extent necessary and the other provisions of these Terms remain in full force and effect. Section titles in these Terms are for convenience and have no legal or contractual effect. No independent contractor, agency, partnership, joint venture or other such relationship is created by these Terms. We may freely assign any of our rights and obligations under these Terms. We may translate these Terms into other languages for your convenience. If there is a conflict between the English version and a translated version, the English version will control.


 

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