The Agreement between GreatPositive and You
By accessing GreatPositive.com or any GreatPositive mobile device application, you agree to be bound by the terms of this Agreement.
- This Agreement constitutes the entire and only agreement between us and you.
- This Agreement supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site and the Services, the content, products or services provided by or through the Site and the Services, and the subject matter of this Agreement.
You are responsible for reviewing changes to this Agreement
- This Agreement applies to all users of the Site and the Services.
- GreatPositive may make changes to this Agreement from time to time without specifically notifying you.
- GreatPositive will post the latest Agreement on the Site and may post it on GreatPositive's mobile device applications, but it is up to you to review it before using the Site or Services.
- If you continue to use the Site or Services after any of these changes, your continued use will mean that you have accepted any changes to the Agreement.
- In addition, some services offered through the Site and the Services may be subject to additional terms and conditions specified by GreatPositive from time to time and your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
Your Use of the Site and Services
Your registration and account security
When you use the Site or the Services you may provide GreatPositive certain registration and account information, which GreatPositive will rely on to provide you its products and services. The following are your obligations when creating, registering, and maintaining the security and accuracy of your account:
- You will register your account for your own use and not for the use of another person and you will only create one account for yourself.
- You will not assign or transfer your account to anyone without first getting GreatPositive's written consent.
- You will not provide false or misleading information when you register an account.
- If GreatPositive terminates or disables your account, you may not create another account without first getting GreatPositive's written consent.
- You will not use your account in a commercial fashion or manner.
- You will keep your contact and other information requested by GreatPositive (such as age, gender, etc.) accurate and up-to-date.
- You will not share your password, let anyone other than you access your account, or do anything that might compromise the security of your account.
- If you select a username for your account, GreatPositive reserves the right to remove or reclaim it if GreatPositive, in its sole discretion, determines it is inappropriate.
- By continuing to use of the Site and Services, you agree to be bound by the GreatPositive service fees, which may change from time to time.
- If you are a charitable organization, GreatPositive shall provide you with a complimentary one (1) month trial to use the Site and Services; thereafter, GreatPositive will charge a $49/month (forty-nine dollars per month) subscription fee for your use of the Site and Services if you choose the monthly subscription option, or $468 (four hundred sixty-eight dollars per year) if you choose the annual subscription option.
- If you are a charitable organization, you understand and agree that your payment to GreatPositive will automatically renew at the end of the subscription period, unless you cancel your GreatPositive subscription before the end of the subscription period. The cancellation will take effect the day after the last day of the current subscription period. By subscribing, you authorize GreatPositive to charge your payment method(s) now and again at the beginning of each subsequent subscription period. GreatPositive may change the charitable organization subscription price for from time to time and will communicate any price changes to you. Price changes for subscriptions will take effect at the start of the next subscription period following the date of the price change. By continuing to use the Site and Services after the price change takes effect, you accept the new price.
- You understand that any and all fees and donations are stated in United States dollars.
- You understand that any and all fees and donations will be made through Stripe, Fronstream, or any other third party payment facilitator engaged by GreatPositive.
- You agree to ensure that at all times all credit card and payment information supplied by you is accurate and correct and kept updated with Stripe, Fronstream or any third party payment or service facility used by GreatPositive and that you are fully authorized to use such credit card and payment information and Stripe or Fronstream account (or account with any third party payment or service facility used by GreatPositive) for purposes of paying for any fees or donations.
- You agree to furnish payment for all applicable donations and any taxes or additional charges that may imposed by third parties.
- You understand that your donations are final and non-refundable.
- You understand that when you make a donation through the Site and in exchange for providing the Site and Services, GreatPositive does not charge any commission for its own benefit, but GreatPositive shall: i) in the case of free trial or paid GreatPositive accounts, assess a processing charge of two and nine tenths percent (2.9%) of the amount of every donation, plus thirty cents ($.30), in connection therewith towards third party payment facilitator fees; or ii) in the case of unclaimed GreatPositive accounts, assess a processing charge of four and one quarter percent (4.25%) of the amount of every donation in connection therewith towards third party payment facilitator fees.
Your personal information
- You grant a worldwide, perpetual, royalty-free, irrevocable, and transferable license to GreatPositive to display, reproduce, transmit, use, and/or store this information to the extent necessary to support the operation of the Site and Services.
GreatPositive may edit or modify anything on the Site or Services without notice
GreatPositive is committed to delivering a positive user experience and you understand that GreatPositive reserves the right (but without undertaking any duty) to edit, monitor, review, delete, modify, or move any content or material provided or placed on or though the Site and the Services in its sole discretion, without notice.
You are responsible for accepting updated versions of the Site and Services
- If GreatPositive provides updated versions of the Site and the Services and you do not accept these updated versions, you may not enjoy the most recent content, feature sets, and materials.
- If you do not accept updated versions of the Site and Services, GreatPositive shall not bear any responsibility or liability for your decision.
You agree to let us monitor your activity on GreatPositive mobile device applications and the Site and Services
- Because GreatPositive wants to continue to improve the Site and the Services for the benefit of you, the user, we may monitor your activity on GreatPositive mobile device applications, as well as on the Site and Services.
- By using any GreatPositive mobile device application or the Site and Services you specifically agree to GreatPositive monitoring you in this manner.
You must be 18 or older to use the GreatPositive Site or Services
- You understand that you may not use the Site or the Services where such use is prohibited.
- You understand that the Site and the Services are intended solely for users who are eighteen (18) years of age or older.
- You represent and warrant that you are 18 or older, or entering this Agreement on behalf of someone who is between the ages of 13 and 18, and that you agree to abide by all of the terms and conditions of this Agreement.
It is your responsibility to make sure this Agreement and your use of the Site and Services complies with all laws applicable to you
- You understand GreatPositive may, in its sole discretion, refuse to offer the Site or the Services to any person or entity and change its eligibility criteria at any time.
- You are solely responsible for ensuring that this Agreement complies with all laws, rules and regulations applicable to you.
- You understand that your right to access the Site or Services will be revoked where this Agreement or use of the Site or the Services is prohibited and, if that is the case, you agree not to use or access the Site or the Services in any way.
GreatPositive may terminate your use of the Site and/or Services without reason or notice to you
While GreatPositive respects its users, you agree that GreatPositive may terminate your use of the Site and/or the Services and prohibit you from accessing the Site and/or the Services, for any reason, or no reason, and with or without notice.
Who Owns What and How You Can Use It
The copyright to all content the on the Site and Services is owned by the provider of that content
- The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site and the Services (“Copyright Content”) are the property of GreatPositive or its content suppliers and are protected under applicable copyrights, trademarks and other proprietary rights.
- You may not copy, redistribute, use or publish any part of the Site or the Services, except as allowed by this Agreement.
- You do not acquire ownership rights to any content, document or other materials viewed through the Site or the Services.
You may not use trademarks appearing on the Site or Services in an infringing manner
- You agree that GREATPOSITIVE, GREATPOSITIVE.COM and other GreatPositive graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of GreatPositive or its affiliates (“Trademark Content”).
- GreatPositive trademarks and trade dress may not be used in connection with any product or service that is not GreatPositive’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits GreatPositive.
- All other trademarks not owned by GreatPositive or its affiliates that may appear on this Site or the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by GreatPositive or its affiliates.
You may use the GreatPositive Site and Services for limited, noncommercial purposes
- GreatPositive grants you a limited license to access and make personal use of the Site and the Services.
- GreatPositive does not grant you the right to download (other than page caching) or modify the Site and the Services, or any portion of the Site and the Services.
- You understand GreatPositive does not grant you the right to resell or make commercial use (except as provided herein) of the Site and the Services or their contents; make any derivative use of the Site and the Services or their contents; any downloading or copying of account information for the benefit of a third party, or merchant; or any use of data mining, robots, or similar data gathering and extraction tools.
- You understand the Site and the Services or any portion of Site and the Services may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose.
- You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of GreatPositive and our affiliates without express written consent.
- You may not use any meta tags or any other "hidden text" utilizing GreatPositive’s name or trademarks without the express written consent of GreatPositive. Any unauthorized use terminates the permission or license granted by GreatPositive.
- You may not engage in the copying, reproduction, publication, rearrangement, redistribution, modification, revision, alteration, or reverse engineering, of the Services.
- You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of GreatPositive so long as the link does not portray GreatPositive, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter.
- You may not use any GreatPositive logo or other proprietary graphic or trademark as part of the link without express written permission.
You have the necessary rights to share content and materials should you choose to
- You understand that you may be invited to participate in blogs, online forums, promotions, surveys and other such items and that, accordingly, we may provide you with the opportunity, to create, submit, post, transmit or distribute content and materials to us via the Site, such as text, drawings, icons, photos, etc. (collectively, “User Content”).
- You warrant that either: (a) your User Content is wholly original to you and you exclusively own the rights to your User Content, including the right to grant all of the rights and licenses in this Agreement; or (b) all parties whose materials are included in your User Content, or who contributed in any way, are depicted in, or have any rights to your User Content, have granted you permission to submit and license your User Content to GreatPositive as set forth herein, with full knowledge that GreatPositive may exploit it in any manner whatsoever. You make such warranties without GreatPositive incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by you.
- You grant to GreatPositive the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sell, re-sell, sub-license, display, perform, transmit, publish, broadcast, modify, make derivative works from, re-title, reformat, translate, archive, store, cache or otherwise exploit in any manner whatsoever, all or any portion of your User Content, for any purpose whatsoever, in any and all formats; on or through any and all media, software, formula or medium now known or hereafter known; and with any technology or devices now known or hereafter developed and to advertise, market and promote same.
- You further agree that GreatPositive is free to use any ideas, concepts, know-how or techniques contained in any User Content you send to the Site or GreatPositive, for any purposes whatsoever, including, without limitation, developing, producing, marketing and otherwise exploiting products and/or services using such User Content; and without remuneration of any kind.
- You further perpetually and irrevocably grant GreatPositive the unconditional right to use and exploit your name, persona and likeness included in any User Content.
- You also grant to GreatPositive the right to sub-license and authorize others to exercise any of the rights granted to GreatPositive.
- You authorize GreatPositive to publish your User Content in a searchable format that may be accessed by users of the Site and the Internet, and you waive any rights of attribution and/or any so-called moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.
What Laws and Rules You Are Responsible For Following
You promise to comply with this Agreement and any laws or regulations applicable to you
- You promise not to use the Site or the Services for any purpose that is prohibited by this Agreement.
- You are responsible for all of your activity in connection with the Site and the Services.
- You shall abide by all applicable local, state, national and international laws and regulations and, if you represent a business, any advertising, marketing, privacy, or other self-regulatory code(s) applicable to you.
You agree to comply with GreatPositive’s conduct policies when using the Site or Services
- We do our best to keep the Site and the Services safe and operational, but we cannot guarantee it. We need your help to do that, which includes the following commitments:
- You will not modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, sell, trade, or in any way exploit the Services or Site except as expressly authorized by GreatPositive;
- You will not take any action that imposes or may impose (as determined by GreatPositive in its sole discretion) an unreasonable or disproportionately large load on GreatPositive’s (or its third party providers') infrastructure;
- You will not decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such restriction;
- You will not interfere or attempt to interfere with the proper working of the Site and Services or any activities conducted on the Site and Services;
- You will not bypass any measures GreatPositive may use to prevent or restrict access to the Site and Services (or other accounts, computer systems or networks connected to the Site and Services);
- You will not run any form of auto-responder or "spam" on the Site and Services;
- You will not use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site;
- You will not harvest or scrape any content or materials from the Site and Services;
- You will not copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;
- You will not threaten, intimidate or harass another user;
- You will not solicit passwords or personally identifying information (this includes, but is not limited to, someone else’s name, birth date, home address, IP address, social security number, or credit card number) for commercial or unlawful purposes;
- You will not upload, post, transmit, share, store or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- You will not upload, post, transmit, share, store or otherwise make available any content (such as a picture on a profile page) other than those of a personal nature that: (i) are of you, (ii) are taken by you, or (iii) are original content created by you;
- You will not otherwise take any action in violation of GreatPositive’s guidelines and policies.
- You will not threaten, intimidate, or harass another user or any parties on or through the Site or Services.
- You will not solicit passwords or personally identifying information (this includes, but is not limited to, someone else’s name, birthdate, home address, IP address, social security number, or credit card number) for commercial or unlawful purposes.
- You will not falsely represent your identity or impersonate a third party, nor will you falsify or mislead third parties regarding your affiliation with any entity.
- You will not transmit or disseminate any "lobbying" or "electioneering" materials within the meaning of the United States Internal Revenue Code of 1986, as amended.
- You are solely responsible for all Submissions from your account. “Submissions” means anything that a user transmits to the Site and/or the Services in the course of using the Site and/or the Services. You shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality or validity of any statement or any other detail contained in the Submissions.
- You will not use the Site and Services in any manner or transmit any Submission that: infringes (or results in the infringement of) GreatPositive’s or any third party’s intellectual property or other rights; is (or you reasonably believe to be) illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations, etc. In the case of any proposed or actual transaction, “applicable” refers to both your own location and to location(s) of all other parties to the transaction; or would cause GreatPositive to be in violation of any law or regulation, or to infringe any right of any third party.
- You will not transmit any Submission and will not use the Site and Services to post, store, transmit, offer, or solicit anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes, or items associated with such an entity); material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening; pornography (including any obscene material, and anything depicting children in sexually suggestive situations whether or not depicting actual children) or may be harmful to a minor; any virus, worm, Trojan horse, or other harmful or disruptive component; or anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate.
You use the GreatPositive Site and Services at your own risk
- GreatPositive has no obligation to review any content or material, including computer software, posted to or through the Site and the Services, and cannot therefore be responsible for such material or content.
- By operating the Site and the Services, GreatPositive does not represent or imply that it endorses any content or material posted there, or that it believes such material to be accurate, useful or non-harmful.
- You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
- The Site or the Services may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors.
- The Site or the Services may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated.
- GreatPositive disclaims any responsibility for any harm resulting from the use by visitors of the Site or the Services, or from viewing or downloading by those visitors of content posted on the Site or the Services.
- GreatPositive is not responsible for any user, member, or third party representations or representations regarding other organizations, including but not limited to the IRS status of any organization; therefore, you are solely responsible for asking questions and investigating the veracity and truth of any statements made by third parties to the extent you feel it is necessary to do so prior to making a monetary donation. GreatPositive shall not be responsible for any false statements or misrepresentations.
- GreatPositive is a technology platform that enables individuals to find and donate to charities. You, as a charitable organization, acknowledge and understand that you may be bound by applicable state and federal charitable solicitation guidelines. GreatPositive does not assist nor is GreatPositive responsible for your compliance with any applicable laws.
You are responsible for your own conduct
- You are solely responsible for your interactions with other users.
- While users may create campaigns to raise funds for a stated use or outcome, GreatPositive does not monitor whether or not the funds collected are allocated towards such stated use or whether such outcome occurs. You understand that GreatPositive cannot guarantee that users will abide by any stated fund use or outcome, that GreatPositive is not a party to any agreement that you make with any other user and is therefore not liable for any user’s failure to abide by any stated fund use or outcome, and that such failure does not entitle you to a refund of any donation.
- GreatPositive shall not be liable for any damages whatsoever arising out of or relating to the conduct of you or anyone else in connection with the use of the Services, including without limitation, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other users or members of the Site or Services, or persons you meet through the Site or Services.
GreatPositive is not responsible for what happens outside of the Site and Services, including on websites the Site or Services links to or advertises
- GreatPositive or its business partners may present advertisements or promotional materials via the Services.
- Your dealings with, or participation in promotions of, any third-party advertisers via the Services are solely between you and such third party and your participation is subject to the terms and conditions associated with that advertisement or promotion.
- You agree that GreatPositive is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties via the Services.
- You understand the Site and the Services may contain (or you may receive from GreatPositive, third parties or users) links to other web sites (“Third Party Sites”) or content posted, owned or originating from third parties such as, by way of example only, pictures, designs, photographs, graphics, text, sound, video, information, software, applications and any other content (“Third Party Content”).
- You understand and agree that GreatPositive is not responsible for, and does not control, Third Party Sites and Third Party Content. You also understand and agree that GreatPositive is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such Third Party Sites and Third Party Content.
- You acknowledge and agree that GreatPositive shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such Third Party Site or Third Party Content.
Information and press releases may not be updated
The Site and the Services contain information and press releases about us. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.
GreatPositive’s liability is limited
- GreatPositive is not responsible for any Third Party Sites, Third Party Content, or any other content posted on the Site and the Services, whether caused by users of the Site and the Services, GreatPositive, third parties or by any of the equipment or programming associated with or utilized in the Site and the Services.
- GreatPositive is not responsible for the conduct, whether online or offline, of any user of the Site or the Services.
- GreatPositive assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications.
- You understand that it is your duty to confirm and verify any information provided on or through the Site and Services, and that you bear the sole risk of relying on any such information, including but not limited to content, third-party content, links, or listings.
- GreatPositive is not responsible for any problems or technical malfunction of any telephone network or lines, cellular data provider or network, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Services or Site, including injury or damage to users or to any other person's computer, and/or mobile device.
- Neither GreatPositive nor any of its affiliates, advertisers, promoters or distribution partners shall be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Site or the Services, any content posted on the Site or the Services or transmitted to users, or any interactions between users of the Site or the Services, whether online or offline.
WE TRY TO KEEP THE SITE AND SERVICES UP, BUG-FREE, AND SAFE, BUT YOU USE THEM AT YOUR OWN RISK. THE INFORMATION FROM OR THROUGH THE SITE AND THE SERVICES IS PROVIDED "AS IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. THE INFORMATION, SITE AND THE SERVICES MAY CONTAIN VIRUSES, BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. IN NO EVENT WILL GREATPOSITIVE OR ITS DIRECTORS, EMPLOYEES OR AGENTS HAVE ANY LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE, OR THE SITE. WE ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US THROUGH THE SITE/SERVICE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
GREATPOSITIVE DOES NOT CONTROL THE INFORMATION PROVIDED BY THIRD PARTIES ON THE SITE OR SERVICES, AND THEREFORE SHALL NOT BE RESPONSIBLE FOR YOUR RELIANCE ON ANY INFORMATION OR STATEMENTS MADE ON OR THROUGH THE SITE OR SERVICES. THIS INCLUDES, BUT IS NOT LIMITED TO STATEMENTS MADE BY (1) CHARITIES RELATED TO FUNDRAISERS OR FUNDRAISING; SOLICITATIONS FOR DONATIONS; ALLEGED PROMISES RELATED TO THE ALLOCATION OF FUNDS; AND/OR ANY TIMELINES AND (2) THIRD PARTY STATEMENTS, INCLUDING THOSE OF OTHER USERS.
GREATPOSITIVE SHALL NOT BE LIABLE FOR ANY TRANSACTIONS MADE BETWEEN YOU AND ANY THIRD PARTY, INCLUDING ANY DONATIONS YOU MAKE OR PLEDGE, AND YOU AGREE THAT ANY SUCH TRANSACTION IS EXPRESSLY BETWEEN YOU AND THE THIRD PARTY; YOU THEREFORE RELEASE GREATPOSITIVE AND ITS OFFICERS, EMPLOYEES, AFFILIATES, DIRECTORS, MEMBERS, SHAREHOLDERS, AND SUBSIDIARIES, FROM ANY AND ALL CLAIMS, DEMANDS, AND DISPUTES.
GREATPOSITIVE’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE FEES, IF ANY, PAID BY YOU TO US FOR THE SERVICE AND USE OF THE SITE, BUT IN NO CASE WILL OUR LIABILITY TO YOU EXCEED $50. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR THE SITE AND THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US, REGARDLESS OF THE CAUSE OF ACTION. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR 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 DEBTOR".
You agree to indemnify GreatPositive
You agree to indemnify, defend, and hold harmless GreatPositive, its contractors, licensors, subsidiaries and affiliates and their respective partners, directors, officers, employees and agents from and against any and all claims and expenses, including any and all losses, costs, liabilities, and attorneys' fees, arising out of or in connection with: (1) your use of the Site and Services, (2) any user Content, Third Party Content, Third Party Sites and any other content, (3) your violation of this Agreement, or of any law or the rights of any third party, and (4) your breach of this Agreement and/or any breach of your representations and warranties set forth herein.
You agree that New York law applies to this Agreement
Subject to the arbitration clauses included below, if there is any dispute arising out of the Site and the Services, by using the Site, you expressly agree that any such dispute shall be governed by the laws of the State of New York, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of New York, in New York County, for the resolution of any such dispute.
Your general representation and warranty
- You represent and warrant that:
- You will use the Site and the Services so not to infringe or misappropriate the intellectual property rights of any third party.
- You and GreatPositive agree that any cause of action arising out of or related to the Site or the Services must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
- You agree that, except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (”JAMS”) by arbitrators appointed in accordance with such rules.
- You agree any arbitration shall take place in New York, New York in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees.
- If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect.
- A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
- GreatPositive may assign its rights under this Agreement without condition.
- This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.