Last Updated: December 13, 2015
1. GHGP Materials; Proprietary Rights. GHGP’s name, logos, Website and promotional materials (the "GHGP Materials") are the intellectual property of GHGP and subject to protection under U.S. Trademark law and/or U.S. Copyright law. GHGP retains all right, title, and interest, including, without limitation, all associated intellectual property rights, to the GHGP Material. GHGP, and all other names, logos, and icons identifying GHGP and its products and services are proprietary to GHGP, and any use of any of the GHGP Materials, in whole or in part, without the express written permission of GHGP is strictly prohibited.
2. Privacy Notice. Your privacy is important to GHGP. Please read the GHGP Privacy Notice, hereby incorporated into the Terms, carefully for information relating to GHGP’s collection, use, and disclosure of personal information about You.
3. Modification of the Terms. GHGP reserves the right, at our discretion, to change, modify, add, or remove portions of the Terms at any time. Please check the Terms periodically for changes. Your continued use of the Website after the posting of changes constitutes your binding acceptance of such changes. For any material changes to the Terms, GHGP will make reasonable effort to provide notice to you of such amended Terms, such as by posting a notice on the Website, and such amended terms will be effective against You on the earlier of (i) your actual notice of such changes and (ii) thirty days after GHGP makes reasonable attempt to provide you such notice. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose.
4. GHGP Website. GirlsHelpingGirlsPeriod.com and GirlsHelpingGirlsPeriod.org (the “Site”) and its content are the intellectual property of Girls Helping Girls. Period. The Site contains various information relating to GHGP in the form of text, graphics, news, reports, stories, photographs and other materials (tangible or intangible) the (“Content”).
4.1 Restrictions on Use of Website Content. You acknowledge that this Site contains Content that is protected by copyright, trademark, and other proprietary rights, and that these rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. You also acknowledge that the Content is and shall remain the property of GHGP or any other party who holds rights in the Content.
4.2 User Content License Grant; Representations and Warranties.
4.2.1 User Content. GHGP may permit the posting and/or publishing by You and other Users of notes, questions, comments, reviews, images, videos and other audio-visual materials and communications (collectively, “User Content”). You understand that whether or not such User Content is published, GHGP does not guarantee any confidentiality with respect to any submissions.
4.2.2 License Grant to GHGP. By posting, submitting or distributing User Content on or through the Website, You hereby grant to GHGP a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, distribute, prepare derivative works of, use, make, have made, sell, offer for sale, import, and otherwise exploit your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed).
4.2.3 License Grant to Users. By posting, submitting or distributing User Content through the Website, You hereby grant to each User of the Website a non-exclusive license to access and use Your User Postings in any manner permitted or made available by GHGP on or through the Website.
4.2.4 User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting, creating, or publishing them. You represent and warrant that: (1) You are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize GHGP and GHGP’s Users to use and distribute your User Content as necessary to exercise the licenses granted by You in these Terms and in the manner contemplated by GHGP and these Terms; (2) your User Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; and (3) your User Content does not contain any viruses, adware, spyware, worms, or other malicious code.
4.2.5 User Content Disclaimer. You understand that when using the Website You will be exposed to User Content from a variety of sources, and that GHGP is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that You may be exposed to User Content that is inaccurate, offensive, indecent or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against GHGP with respect thereto. GHGP does not endorse any User Content or any opinion, recommendation or advice expressed therein, and GHGP expressly disclaims any and all liability in connection with User Content.
4.2.6 Third-Party Sites and Materials. The Website may include links or references to other websites or third party materials and services solely as a convenience to Users (“Reference Sites”). GHGP does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. Access and use of reference sites, including the information, materials, products, and services on or available through reference sites is solely at your own risk.
5. Disclaimers; No Warranties
5.1 No Warranties. The Website, and all data, information, software, website materials, Content, User content, reference sites, services, or applications made available in conjunction with or through the Website, are provided on an “as is,” “as available,” and “with all faults” basis. To the fullest extent permissible pursuant to applicable law, GHGP, and its affiliates and licensors, disclaim any and all warranties and conditions, whether statutory, express or implied, including, but not limited to, all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. No advice or information, whether oral or written, obtained by you from GHGP or through the website will create any warranty not expressly stated herein.
5.2 Content. GHGP, and its suppliers, licensors, and affiliates, do not warrant that the Website or any data, Content, User Content, functions, or any other information offered on or through the Website will be uninterrupted, or free of errors, viruses or other harmful components, and do not warrant that any of the foregoing will be corrected.
5.3 Harm to Your Computer. You understand and agree that your use, access, download, or otherwise obtaining of Content, Website materials, software, or data through the Website (including through any api’s) is at your own discretion and risk, and that you will be solely responsible for any damage to your property (including your computer system) or loss of data that results therefrom.
5.4 Limitations by Applicable Law. Some states or other jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. You may also have other rights that vary from state to state and jurisdiction to jurisdiction.
6. Limitation of Liability and Damages.
6.1 Limitation of Liability. Under no circumstances, including, but not limited to, negligence, will GHGP or its volunteers, affiliates, contractors, employees, agents, or third-party partners, licensors, or suppliers be liable for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation damages arising from any unsuccessful court action or legal dispute, lost business, lost revenues or profits, loss of data, or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever) arising out of or relating to the terms or your use of (or inability to use) the Website or any reference sites, or any other interactions with GHGP, even if GHGP or a GHGP authorized representative has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, GHGP’s liability will be limited to the fullest extent permitted by applicable law.
6.2 Limitation of Damages. In no event will GHGP or its volunteers', affiliates’, contractors’, employees’, agents’, or third-party partners’, licensors’, or suppliers’ total liability to you for all damages, losses, and causes of action arising out of or relating to the terms or your use of the Website, your use of the GHGP Materials, or your interaction with other website users (whether in contract, tort (including negligence), warranty, or otherwise), exceed the amount paid by you, if any, for accessing the Website during the twelve months immediately preceding the date of the claim or one hundred dollars, whichever is greater.
6.3 Basis of the Bargain. You acknowledge and agree that GHGP has offered the Website and entered into the terms in reliance upon the disclaimers and the limitations of liability set forth herein, that the disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and GHGP, and that the disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and GHGP. GHGP would not be able to provide the Website to you on an economically reasonable basis without these limitations.
7.1 Notice. GHGP may provide You with notices, including those regarding changes to the Terms, by email, regular mail, postings on the Website, or other reasonable means. Notice will be deemed given twenty-four hours after email is sent, unless GHGP is notified that the email address is invalid. Alternatively, we may give You legal notice by mail to a postal address, if provided by You through the Website. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Website is deemed given 30 days following the initial posting.
7.2 Waiver. The failure of GHGP to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. Any waiver of any provision of the Terms will be effective only if in writing and signed by GHGP.
7.3 Dispute Resolution and Arbitration.
(a) Governing Law. The Terms will be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to any principles of conflicts of law.
(b) Arbitration. For any claim related to the Terms or the Website, excluding claims for injunctive or other equitable relief, where the total amount sought is less than ten thousand U.S. Dollars ($10,000.00 USD), either GHGP or You may elect at any point in or during a dispute or proceeding to resolve the claim through binding non-appearance-based arbitration. A party electing arbitration shall initiate it through an established alternative dispute resolution ("ADR") provider such as the American Arbitration Association. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(c) Jurisdiction. You agree that any action at law or in equity arising out of or relating to the Terms, or GHGP will be filed only in the state or federal courts in and for Essex County, New Jersey, and each of You and GHGP hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action, except as provided in Section 7.3(b) regarding arbitration. Notwithstanding this, GHGP shall still be allowed to apply for injunctive or other equitable relief to protect or enforce its intellectual property rights in any court of competent jurisdiction.
(d) Improperly Filed Claims. All claims you bring against GHGP must be resolved in accordance with this Section 7.3. All claims filed or brought contrary to this Section 7.3 shall be considered improperly filed. Should either party file a claim contrary to this Section 7.3, the other party may recover attorneys' fees and costs up to five thousand U.S. Dollars ($5,000.00 USD), provided that such party seeking such fees has notified the other in writing of the improperly filed claim, and the other has failed to promptly withdraw the claim.
(e) Claims. You and GHGP agree that any cause of action arising out of or related in any way to the Website or GHGP must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
7.4 Severability. If any provision of the Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
7.5 Assignment. The Terms and any rights and licenses granted hereunder, may not be transferred or assigned by You without GHGP’s prior written consent, but may be assigned by GHGP without consent or any restriction. Any assignment attempted to be made in violation of the Terms shall be null and void.
7.6 Survival. Upon termination of the Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration.
7.7 Headings. The heading references herein are for convenience purposes only, do not constitute a part of the Terms, and will not be deemed to limit or affect any of the provisions hereof.
7.8 Disclosures. The Website is hosted in the United States, and the services provided hereunder are offered by GHGP, South Orange, NJ .