END USER LICENSE AGREEMENT
This End User License Agreement (this “Agreement”) constitutes a binding agreement by and between Mission Limelight, Inc., an Oregon corporation (“Mission Limelight,” “our,” “we,” “us”), and you, as a member or guest (“User,” “you” or “your”), for any use of or access to Mission Limelight’s services (online or otherwise), websites, software, tools, applications, and products (collectively, the “Services”). By accessing our Services in any manner from any device or by checking or clicking “AGREE” or “ACCEPT,” User is entering into a legally binding agreement with Mission Limelight regarding the use of and access to our Services. If you are entering into this Agreement on behalf of an entity or organization, you are representing and warranting that you have the authority to bind the entity or organization and, for purposes of this Agreement, you, together with the entity or organization, shall constitute the “User.”
2. Changes to the Terms.
We reserve the right to change the terms of this Agreement at any time, in our sole discretion, and encourage you to review this Agreement from time to time. If we change the terms, we post an updated version with a new effective date. If we make changes in a material way, we post a notice within our Services and may send you a notice by email or text if you have provided us with your contact information. By continuing to access or use our Services after the updated Agreement is posted, you agree to abide by the updated Agreement. In the event that you do not consent and agree to the updated Agreement, you must immediately cease using our Services.
By providing us with your email address, you consent to receive electronic communications and notices from us related to our Services. If you do not wish to receive commercial electronic communications from us, you may unsubscribe using the link within our emails. If you are a member or have an account, we may still use your email address to provide you information about your enrollment, your registration, payment information, receipts, responses to communications from you, and other information necessary for you to use our Services.
4. Authorized Users.
Access or use of our Services by anyone under the age of thirteen (13) is strictly prohibited. Users must be at least 18 years of age. Further, use of our Services is for our registered users (“members”) and for visitors to our website who want to learn more about Mission Limelight and our Services. Keep in mind that federal, state, and local rules, and regulations governing advertising and fundraising activities and apply to such activities in any format or medium. You are solely responsible for your compliance with applicable law. Only federally-recognized non-profits may be members.
5. Limitations on Use.
While using the Services, you may not perform actions that could interfere with or otherwise adversely affect the proper functioning of the Services. Without limiting the generality of the foregoing, you may not: (a) use any robot, spider, scraper, or other automated means to access our Services for any purpose without Mission Limelight’s prior express written permission; (b) take any action that imposes, or may impose, in Mission Limelight’s sole discretion, an unreasonable or disproportionately large load on Mission Limelight’s infrastructure; (c) bypass any measures Mission Limelight may use to prevent or restrict access to the Services; (d) use the Services to send altered, deceptive, or falsely-sourced information, including, without limitation, by forging TCP-IP packet headers or email headers; or (e) use the Services to contact or solicit members for commercial purposes.
Mission Limelight has the right, in its sole discretion, to change, modify, adapt, or discontinue any page, feature, content, or other component or element of any Service or Mission Limelight Content (as defined below) at any time and for any reason, with or without prior notice to you. Mission Limelight reserves the rights to restrict your access to some or all of the Services at any time for any reason or for no reason, with or without prior notice to you. You agree that these this Agreement will apply to any upgrades, changes, or modifications to our Services or the Mission Limelight Content.
Any unauthorized or prohibited use of the Services or Mission Limelight Content may subject you to civil liability and criminal prosecution under applicable state and federal law.
6. User-Generated Content; Exchange Items.
Our Services provide the functional ability to post, submit, upload, embed, display, communicate, broadcast, or otherwise distribute text, documents, assignment, assessments, data, images, photographs, video clips, graphics, external links, location data, or other materials related to the donation item(s) and package(s) a User is offering for exchange (the “Exchange Items”) to another member through our Services (collectively, “User Content”).
You hereby grant Mission Limelight a non-exclusive, irrevocable, worldwide, perpetual, royalty-free, fully paid, sublicensable and transferrable right and license to use, reproduce, transmit, broadcast, display, exhibit, distribute, index, comment on, modify, create derivative works, perform, or otherwise exploit User Content, in whole or in part, in any format or manner and for any purpose, whether now known or hereafter devised or invented without further notice to you, with or without attribution. We reserve the right to remove or modify User Content for any reason. IF YOU DO NOT WANT TO PROVIDE MISSION LIMELIGHT WITH SUCH RIGHTS, DO NOT SUBMIT USER CONTENT. Granting these rights to your User Content also grants some of these rights to other users.
By submitting User Content, posting, or otherwise providing or submitting Exchange Items for exchange between or among members within the Services, by any means whatsoever, you represent and warrant that: (a) you own or otherwise have all of the necessary rights to the User Content and Exchange Items; (b) all information you provide about the Exchange Items is true, accurate, complete, and does not violate this Agreement; and (c) the User Content and Exchange Items will not cause injury or damage to any person or entity. You shall be solely liable and responsible for any and all damages resulting from: (1) any infringement of patent, copyright, trademark, or other proprietary right or other harm resulting from your User Content; and (2) offering, exchanging, or attempting to exchange Exchange Items through our Services. Users conduct exchanges at their own risk. Mission Limelight shall have no liability whatsoever for uneven or lopsided exchanges or the value or other representations by Users of Exchange Items. Users must verify and take all steps necessary to confirm with the parties to the exchange that the Exchange Items are as-described and as-represented. For avoidance of doubt, providing the Services DOES NOT make Mission Limelight a party to any exchange. Users cannot place Exchange Items back on Mission Limelight’s exchange marketplace without the express, written consent of the member that offered such Exchange Items.
7. Rules of Conduct.
You agree that you will not post, submit, or otherwise distribute User Content that:
• contains a virus or other harmful component, or that tampers with, impairs, or damages the Services or any related network, or otherwise interferes with any other user’s enjoyment or use of the Services;
• contains false, inaccurate, exaggerated, or inflated information about Exchange Items;
• solicits, offers, or otherwise promotes items for sale to other members;
• contains someone else’s personal information without permission or authority;
• contains encrypted content or encoded messages;
• impersonates or misrepresents your connection to another entity, person, or user, or otherwise manipulates headers or identifiers to disguise the origin of the content;
• interferes with, or otherwise harms or violates the security of the Services or any system, resource, account, password, servers, or network connected to or accessible through the Services or affiliated or linked sites;
• infringes any of Mission Limelight’s rights or those of a third party including, without limitation: copyright, trademark, patent, trade secret, or other proprietary rights or contractual rights, right of publicity or privacy, or confidentiality obligation;
• promotes any activity that may be illegal at the local, state or federal level or that is content that is itself illegal in any way;
• is untrue, inaccurate, deliberately misleading, or trade libelous;
• includes offensive language, hate speech, or defamatory, abusive, threatening, or harassing speech, racial, religious, or personal attacks or any kind, or is sexually explicit;
• constitutes stalking, bullying, or harassment;
• does not disclose that you are a commercial user;
• contains link(s) to other site that contain content that falls into the categories above.
You understand and agree that Mission Limelight may, in Mission Limelight’s sole discretion, terminate your membership and User account for breach of this Agreement.
We cannot (and do not) promise that other users are complying or will comply with these Rules of Conduct or any other provisions in this Agreement. As between you and Mission Limelight, you hereby assume all risk of injury or harm of any nature whatsoever resulting from any such lack of compliance or use of our Services. However, we encourage you to report activity that does not comport with this Agreement.
Although Mission Limelight is under no obligation to monitor, refuse, or remove any User Content or Exchange Items from our Services, Mission Limelight reserves the right to do so at Mission Limelight’s sole discretion. Without limiting the foregoing, Mission Limelight and its designees shall have the right to remove any User Content or Exchange Items that violate this Agreement or are otherwise objectionable, in Mission Limelight’s sole discretion.
8. User Accounts.
Our Services may require you to register for a user account before you can access them. All exchanges are restricted to members with an active user account. You agree that by registering for an account you will abide by this Agreement and will not use any means to deceive Mission Limelight or any company, donor, or other member. Your user account is personal to you, and you may not sublicense, transfer, sell or assign your account to any other person. To open an account, you must complete the application process by providing Mission Limelight with current, complete and accurate information as prompted by the applicable membership form. You must not impersonate any person or misrepresent your identity or affiliation with any person or entity, including any other person’s name, likeness, username or other account information, and you may only open one account for your own use.
If you are required to open a user account, you also will choose a password and a username. You are entirely responsible for maintaining the confidentiality of your password, username and other account information. Furthermore, you are entirely responsible for any and all activities that occur under your account. If you become aware of any unauthorized use of your account or any other breach of security, you agree to notify us immediately. Mission Limelight will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. If Mission Limelight or a third party incurs losses due to someone else using your account or password, you could be held liable for those losses.
Subject to applicable law, we may suspend or terminate your account and your ability to use any portion of our Services for failure to comply with this Agreement or for any other reason whatsoever.
9. Payment Terms and Refund Policy.
Subscription fees are charged on an annual basis and are non-refundable. All subscription fees are due and payable in the amounts specified in the subscription plan that User elects in the subscription form at the time User signs up for membership. The subscription plans and associated fees can be found here. If Mission Limelight has agreed to invoice a User for subscription fees, the invoice amount shall be due and payable within 30 days after the date of the invoice, unless a sooner date in included in the applicable invoice. Late payments may result, in Mission Limelight’s sole discretion, in suspension or termination of your membership and User account.
Mission Limelight uses a third-party credit card processor and all practices and policies related to obtaining, using, storing, process, and charging against your credit card information is governed by the third-party processor’s policies and subject to the disclosures below applicable to third-party products or services available through the Services.
10. Third Parties.
Our Services create a marketplace for facilitating the exchange of donations between and among members for fundraising activities of non-profit organizations. Although Mission Limelight endeavors to verify the exempt status of registered members, Mission Limelight has no obligation to verify and makes no representation or warrant of any kind whatsoever that (a) Exchange Items posted or offered for exchange through the Services qualify as tax deductible or (b) all members are federally-recognized non-profit or otherwise tax-exempt entities or organizations. All information available by or through our Services provided by members or other third-parties is provided solely as a convenience to you and does not imply our endorsement of, or any affiliation with, the member or other third-party. Mission Limelight is not responsible for the actions or policies of other members or third parties and, under no circumstances will Mission Limelight be liable for Exchange Items, services, resources or content available through member or other third-party dealings or communications, or for any harm related thereto or resulting therefrom. Before engaging or interacting with any other member or third-party, or otherwise entering into a transaction or exchange, we strongly recommend that you independently verify all information and practices of such party.
11. Our Services.
Mission Limelight has no responsibility or obligation to provide you access to the Services. Mission Limelight reserves the right at any time and from time to time to modify, suspend or discontinue, temporarily or permanently, the Services or any part thereof, or your access thereto (including suspending or disabling your user account), with or without notice. You acknowledge and agree that Mission Limelight shall not be liable to you for any modification, suspension or discontinuance of the Services, or your access thereto. Further, Mission Limelight shall not be liable to you for any loss or liability resulting, directly or indirectly, due to electronic or mechanical equipment failures, telephone interconnect problems, defects, weather, strikes, walkouts, fire, acts of God, riots, armed conflicts, acts of war, acts of terrorism, or to other like causes.
12. Intellectual Property Rights.
Our Services, including without limitation, all software code, site architecture and design, tools, interactive features and appearance, all registered and unregistered trademarks, design marks and logos, service marks, and trade names used in connection with our Services (“Marks”), and all text, images, photographs, illustrations, audio clips, video clips, artwork, graphic material, and other copyrightable elements, and the selection and arrangements thereof (“Mission Limelight Content”) are the property of Mission Limelight and/or its assigns, licensors or other respective owners and are protected, without limitation, pursuant to U.S. and foreign copyright, trademark and other intellectual property rights laws. You may not make any use of any of the Marks without our express, prior written consent.
Subject to this Agreement, Mission Limelight hereby grants you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable license to download, store, view, display, and/or redistribute the Mission Limelight Content solely for noncommercial purposes and solely in connection with your use of our Services in accordance with this Agreement. Without limiting the foregoing, you agree not to: (a) sell, resell, lease or the functional equivalent, the Services or any Mission Limelight Content to a third party; (b) attempt to reverse engineer the Services or any component thereof; (c) attempt to create a substitute or similar service through the use of, or access to, the Services or the Mission Limelight Content; (d) attempt to create materials similar to the Mission Limelight Content other than in connection with your authorized use of the Services; or (e) reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate any Mission Limelight Content or User Content to any third party other than through use of the Services. YOU ACKNOWLEDGE AND AGREE THAT NOTHING IN THIS AGREEMENT SHALL HAVE THE EFFECT OF TRANSFERRING THE OWNERSHIP OF ANY COPYRIGHTS, TRADEMARKS OR OTHER PROPRIETARY RIGHTS IN THE SERVICES OR MISSION LIMELIGHT CONTENT OR ANY PART THEREOF TO YOU OR ANY THIRD PARTY. You agree not to take any action which could be considered inconsistent with or which is likely in any way to prejudice such ownership rights.
13. Choice of Law; Jurisdiction; WAIVER OF JURY TRIAL.
The laws of the State of Oregon, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction, shall govern this Agreement. To the extent permitted by applicable law, any claims or causes of action arising from or relating to your access to or use of the Services must be instituted within six (6) months from the date on which such claim or cause arose or was accrued. In the event of any controversy between the parties relating to this Agreement, the parties shall provide formal notice to the other and attempt to resolve all disputes informally. Any disputes that are not so resolved will be submitted to binding arbitration pursuant to the Oregon Uniform Arbitration Act. Arbitration procedures shall be pursuant to the Oregon Rules of Civil Procedure. The parties will agree on a single arbitrator and, if the parties cannot agree, will petition the court pursuant to ORS 36.600 et seq. The parties expressly waive any right to a trial by jury or class treatment of any claim, demand, or action arising out of or related to this Agreement. On the application of either party, the award in the arbitration may be enforced by the order of a court of competent jurisdiction. All arbitration proceedings shall be held exclusively within Deschutes County, Oregon.
14. Warranty Disclaimer.
YOUR USE OF THE SERVICES AND THE MISSION LIMELIGHT CONTENT IS AT YOUR OWN RISK. THE SERVICES AND THE MISSION LIMELIGHT CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MISSION LIMELIGHT SHALL HAVE NO LIABILITY WITH RESPECT TO THE SEQUENCE, ACCURACY OR COMPLETENESS, OR USEFULNESS OF THE SERVICES OR THE MISSION LIMELIGHT CONTENT. YOU AGREE THAT ANY MODIFICATIONS OR EFFORTS BY MISSION LIMELIGHT TO MODIFY THE SERVICES SHALL NOT BE DEEMED A WAIVER OF THE LIMITATIONS CONTAINED HEREIN.
MISSION LIMELIGHT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES REGARDING: (a) THE SERVICES; (b) THE MISSION LIMELIGHT CONTENT; (c) INFORMATION AVAILABLE THROUGH THE SERVICES; OR (d) THE RESULTS THAT MAY BE OBTAINED FROM USE OF ANY OF THE FOREGOING WHATSOEVER, INCLUDING WITHOUT FUNDRAISING OUTCOMES AND REVENUE PRODUCTION.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MISSION LIMELIGHT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND MISSION LIMELIGHT CONTENT, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
MISSION LIMELIGHT SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR: (a) LOSS OR DELETION OF, OR FAILURE TO RECEIVE, PROCESS OR STORE ANY USER CONTENT OR OTHER INFORMATION MAINTAINED ON OR TRANSMITTED USING THE SERVICES; (b) VIRUSES THAT MAY INFECT ANY COMPUTER EQUIPMENT OR OTHER PROPERTY; (c) USER CONTENT OR OTHER INFORMATION POSTED IN OR THROUGH THE SERVICES BY THIRD PARTIES; OR (d) THE ACTIONS OF ANY THIRD PARTY. MISSION LIMELIGHT DOES NOT REPRESENT OR ENDORSE THE ACCURACY, CURRENTNESS OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED, UPLOADED OR DISTRIBUTED THROUGH THE SERVICE, INCLUDING, WITHOUT LIMITATION DESCRIPTIONS, DEPICTIONS, OR REPRESENTATIONS ABOUT ANY EXCHANGE ITEMS. ANY RELIANCE UPON ANY SUCH OPINION, ADVICE, STATEMENT OR INFORMATION IS AT YOUR SOLE RISK.
15. Limitation of Liability.
You agree to indemnify, defend and hold harmless, Mission Limelight, and its past, present and future suppliers, content providers, licensors, and their respective members, managers, shareholders, officers, directors, employees, representatives, servants, contractors and agents from any and all claims and damages (including, without limitation, attorneys’ fees) arising from or relating to any allegation regarding: (a) your use of the Services; (b) Mission Limelight’s use of any User Content you provide, as long as such use is not inconsistent with this Agreement; (c) User Content or other information posted or transmitted through your account, even if not posted or transmitted by you; (d) any Exchange Items offered by you; and (e) any violation of this Agreement by you.
18. Digital Millennium Copyright Act.
If you are a copyright owner or an agent thereof and believe that any material available on the Services infringes upon your copyrights, you may submit a notification of claimed infringement (“Notification”) pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Mission Limelight’s agent designated to receive Notifications (“Copyright Agent”) with a notice containing the information described below.
Please note that under 17 U.S.C. § 512(f) any person who knowingly materially misrepresents
that material is infringing may be subject to liability for damages. Please also note that the information provided in a Notification may be forwarded to the person who posted the allegedly infringing material.
All Notifications must include the following (see 17 U.S.C § 512(c)(3) for further details):
• A physical or electronic signature of a person authorized to act on behalf of the owner of
an exclusive right that is allegedly infringed.
• Identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Mission Limelight to locate the material;
• Information reasonably sufficient to permit Mission Limelight to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
• A statement that the complaining party has 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; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Mail: Mission Limelight, Inc.
Attn: Copyright Agent
1001 SW Emkay Dr., Ste 100
Bend, Oregon 97702
If you believe that material you posted to our Services that was removed (or to which access was disabled) as a result of a Notification is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material, you may send a written counter notification (“Counter Notification”) to the Copyright Agent containing the information described below.
Please note Mission Limelight is required to send a copy of your Counter Notification to the party who submitted the Notification and that in response to a Counter Notification that person may file a lawsuit against you seeking a determination of its rights with respect to the material. Please also note that under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material was removed or disabled by mistake or misidentification may be subject to liability for damages.
All Counter Notifications must contain the following (see 17 U.S.C. § 512(g)(3) for further details):
• Your physical or electronic signature;
• Identification 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;
• 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 a misidentification of the material to be removed or disabled; and
• Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the District in which the address you list is located, or if that address is located outside of the United States, for the District of Oregon, and a statement that you will accept service of process from the person who provided notification of the alleged infringement or an agent of such person.
After receipt of a Notification or Counter Notification, Mission Limelight will comply with the applicable procedures set forth in 17 U.S.C. § 512. Pursuant to 17 U.S.C. § 512(i)(l)(A), it is Mission Limelight’s policy to terminate user account holders who are repeat infringers, in appropriate circumstances.
This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Mission Limelight as a result of this Agreement or use of our Services.
A printed version of this Agreement and of any notice given in electronic form shall be admissible in any judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
If any provision of this Agreement is held to be invalid, illegal or unenforceable by any court of competent jurisdiction, the remaining provisions shall remain in full force and effect to the extent that the remaining provisions can be substantially applied within the original intent of this Agreement taken as a whole. Any court holding a provision to be invalid, illegal or unenforceable shall not render the offending provision void or unenforceable, but instead shall modify the provision to the minimum extent necessary to make the provision valid, legal, and enforceable.
The section titles used in this Agreement are purely for convenience and carry with them no legal or contractual effect.
Mission Limelight’s failure to act with respect to a breach of this Agreement by you or others does not waive its right to act with respect to subsequent or similar breaches.
In the event of the termination of this Agreement, you agree that the following provisions will survive: the provisions regarding limitations on your use of User Content, Mission Limelight Content, and the Marks, the license(s) you have granted to Mission Limelight, the limitation on liability, indemnity, and all other provisions for which survival is equitable or appropriate.
The Terms constitute are the entire agreement between you and Mission Limelight regarding the subject matter herein, and supersede any prior understandings or agreements, written or oral.
21. Contact Us.
If you have any questions about this Agreement or the Services, or to resolve a dispute, you may contact Mission Limelight at:
By mail: Mission Limelight, Inc.
Attn: Licensing and Terms
1001 SW Emkay Dr., Ste 100
Bend, OR 97702
By email: email@example.com
Last Updated August 10, 2017.