November 16, 2018

End User License Agreement (EULA)

PFG END USER LICENSE AGREEMENT

(“EULA”)

IMPORTANT:

IF YOU ARE UNDER THE AGE OF 18 YEARS, YOU MUST HAVE YOUR PARENT READ AND AGREE TO THIS EULA, THE PT [https://www.passportforgood.com/terms/] AND PPP [https://www.passportforgood.com/privacy-policy/] REFERENCED HEREIN.

ADDITIONALLY, IF YOU ARE UNDER THE AGE OF 13 YEARS, YOU MUST HAVE YOUR PARENT READ AND AGREE TO THE COPPA POLICY [https://www.passportforgood.com/coppa/].

Introduction:

You have arrived at the End User License Agreement of PFG (“EULA”) at www.passportforgood.com (“Site”).

The Site is offered by Passport For Good (“PFG”) which is a New York Limited Liability Company.  PFG makes available its computer programs (“Software) which are either website enabled at the Site or mobile enabled by way of the PFG mobile application for IOS and Android (“PFG App”) which remotely, collects and records engagement hours, including, volunteerism and community service hours, analyze volunteer data for reporting, value and analytics, authenticates and validates volunteer hours, recognizes hours accumulated and achievements of participating volunteers, evaluates the volunteer experience, creates volunteer profiles, and provides skills endorsements for recruitment and recognition, assists in connecting volunteers with community service organizations, provides an channel for community service organizations to publicize events, activities and volunteer needs and assists in the development of volunteer profiles.

PFG remotely hosts the Software which runs the Site and the PFG App under a Software as a Service (“SaaS”) subscription model subject to the license terms herein.

The Software which runs the Site and the PFG App as well as the Site and the PFG App are subject to the terms of this EULA.

Nature Of EULA

If you have any questions or comments or you have a concern about the way in which the Site or the PFG App operates, please contact PFG at [support@passportforgood.com].

You are responsible for your access and use of the Site and the PFG App.

You will not access or use the Software, the Site or the PFG App for other than its intended purpose.

PFG reserves all rights not expressly granted under this EULA.

You will be prompted to agree to the terms of this EULA when you register with PFG. If you do not unconditionally and voluntarily agree to the terms of this EULA and intend to be legally bound by it, you may not access or use the Site or the PFG App.

Where PFG has requested your consent or agreement to the terms of this EULA or another document referenced herein or linked hereto, by way of a ‘check the box’, ‘click through’ or other ‘I agree’ feature, you confirm that you have carefully read it, understand it and are voluntarily and unconditionally consenting to it, intending and agreeing to be legally bound.

PFG only provides access and use to the Site and the PFG App subject to your agreement to and ongoing compliance with the terms of this EULA.

PFG’s Terms for the Site and the PFG App (“PT”) applies to you and is incorporated herein by reference [https://www.passportforgood.com/terms/].

PFG Privacy Policy for the Site and the PFG App (“PPP”) applies to you and is incorporated herein by reference [https://www.passportforgood.com/privacy-policy/].

Terms defined in the PT or the PPP apply hereto.

Institutions, organizations, governmental agencies and businesses which enable services available from PFG and have entered into a SaaS Agreement with PFG are clients of PFG (“PFG Client”).

As a Client User of PFG Client you are subject to the terms of any arrangement or agreement between you and the PFG Client regarding the Site and the PFG App.

This EULA is personal to you and non-transferable/assignable.

You may only access or use the Site and the PFG App under your true identity, contact coordinates and legal name and all truthful data, including, personal identifiable information. You must comply with all applicable rules, regulations and laws in connection with your access and use of the Site and the PFG App.

 

You must comply with all applicable policies and procedures of PFG in connection with your access and use of the Site and the PFG App.

PFG Disclaimer As To Parental Consent

Any parental consent obtained by PFG in respect to any Client User is supplemental to and not in lieu of the parental consent required to be obtained by PFG Client and for the avoidance of doubt, even if PFG has obtained parental consent in respect to a Client User, a PFG Client is nevertheless required to obtain the necessary parental consent for a Client User and PFG is relying upon such.

Security of Accounts

You will have a username and password for your account with PFG.

Within the Site and the PFG App, PFG will maintain the security of accounts, usernames and passwords to the extent PFG has access to such, in accordance with generally accepted and commercially reasonable information technology industry standards. You are also responsible to maintain the security of your username and password.

You are responsible for all activity that occurs via your account. It is your responsibility to immediately notify PFG if you become aware of any unauthorized use of your account. You may not (a) share your account information, including, username and password (except, with an authorized PFG account administrator or with the administrator of your account with any PFG Client as a Client User, collectively “Administrators”), or (b) use another person’s account. An authorized Administrators may use your account information to manage your use and access to the Software, the Site and the PFG App.

You are responsible directly or indirectly, in the event you are with a Client User of a PFG Client, to ensure that any volunteer activity which you are involved with are through VOs which are properly vetted and approved by the PFG Client per PFG Client’s policies and practices and that the VO Reps are properly vetted and approved by the PFG Client per PFG Client’s policies and practices. PFG will have no liability or obligation thereto.

In the event you perform services for a volunteer organization that is not a VO in the  PFG Client volunteer organization network, then you are solely responsible to vet and approve the volunteer organization and any of their employees or representative. PFG will have no liability or obligation with respect thereto.

PFG Recourse

In the event of any non-compliance by you of any terms of this EULA, or any other document referenced hereto or linked herein, PFG shall be entitled to suspend or revoke your access and use of the Software, the Site and/or the PFG App.

If it becomes commercially impractical for PFG to operate the Site and/or the PFG App, PFG may suspend or revoke your access and use of the Software, the Site and/or the PFG App.

Suspension or revocation shall also occur in the event the contract between PFG and the PFG Client with which you are associated with as a Client User, ends for any reason and PFG does not offer or you do not avail of yourself, if offered, of any independent user registration with PFG.

Suspension or revocation shall also occur in the event that you disassociate yourself with the PFG Client for any reason and PFG does not offer or you do not avail of yourself, if offered, of any independent user registration with PFG.

PFG shall have no liability or obligation to you for any such suspension or revocation.

Proprietary Rights

The Software running the Site and the PFG App as well as the Site and the PFG App and all related documentation are protected under applicable rules, regulations and laws.

The Software running the Site and the PFG App as well as the Site and the PFG App and all related documentation, including, but not limited to, the architecture, text, graphics, logos, images, databases and database compilations, are the property of and proprietary and confidential to PFG, except, such portions of the Software, the Site and the PFG App, which are licensed computer code and documentation from third-parties or of an open source nature are governed by license, proprietary and confidentiality terms of licensors thereof. Notwithstanding the generality of the above, the Software running the Site and the PFG App, as well as the Site and the PFG App are subject to certain open source licenses, the hyperlinks containing the terms for which are as follows:

 

https://www.apache.org/licenses/LICENSE-2.0, https://opensource.org/licenses/MIT,and

https://www.gnu.org/licenses/lgpl-3.0.en.html.

 

Additionally, notwithstanding the generality of the above, the Software running the Site and the PFG App, as well as the Site and the PFG App are subject to certain third-party licenses from Microsoft Corporation for Azure and licenses from the respective licensors for by example, but not limitation, Elev.io, Intercom, Release Notes, UserEcho, AppFlow and Jira.

You are not granted any right or license in the names, logos and trademarks of PFG or any other party.

Other than the limited right to access and use the Site and the PFG App, you are not granted any right or license to the Software or the computer programs of any third-party or open source provider to PFG.

PFG License

PFG hereby grants to you a personal, non-transferable, non-assignable, non-exclusive, no-charge, limited and revocable at will, license to access and use, the executable object code form of the Software, the Site and the PFG App and related user documentation for so long as PFG makes available the Software, the Site and the PFG App and PFG has not suspended or revoked your user registration.

Access to the Software is only to the executable code on a remote basis pursuant to a Software as a Service (“SaaS”) subscription model and no license is granted for local installation of the Software, except, as designated by PFG as part of the intended operation of the Site and the PFG App.

You agree that at all times you are responsible to independently back-up your data (including, your personal identifiable information), and that PFG has no responsibility as to such, and that the PFG Client with which you are a Client User has no responsibility as to such, notwithstanding that you have given permission to PFG or the PFG Client to back-up your data (including, your personal identifiable information).

You shall not misuse the Software, the Site and the PFG App, including, but not limited to, (a) copy, modify, create derivative works, disassemble, reverse engineer the Software, the Site or the PFG App, (b) except for your personal use, commercially exploit the Software, the Site and the PFG App, (c) share content or engage in behavior through the Site and the PFG App that violates intellectual property rights of any person or entity (including, any copyright, trademark, patent or trade secret), (d) upload or share any content on the Site and the PFG App that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar or hateful, (e) attempt to disable, impair or destroy the Software, the Site and the PFG App, or (f) except for your personal use, use any data mining or similar data gathering and extraction methods in connection with the Software, the Site and the PFG App.

Confidential Information

You may gain access to or otherwise learn non-public information of PFG (“Confidential Information”).  Confidential Information may not be disclosed by you to any person or entity.  You will not copy, reproduce or use any Confidential Information, except, for its intended purpose in connection with the Site and the PFG App. Software and related documentation of PFG is confidential to PFG.

Licensed computer code and documentation from third-parties or of an open source nature are confidential to licensors thereof and subject to applicable terms imposed by such licensors.

Persons Not Affiliated With PFG Client

If you not affiliated with the PFG Client you are not permitted to access and use the Site and the PFG App, except where PFG has entered into a separate agreement with you as a user of the Site and the PFG App. If and when such special agreement is available from PFG, in connection with any such special agreement to permit you to be a user of the Site and the PFG App, PFG reserves the right to assess fees as a condition for your access and use of the Site and the PFG App. If and when such special agreement is available from PFG, in connection with any such special agreement, if you are under the age of 18 years and not affiliated with a PFG Client, for you to be permitted to be a user of the Site and the PFG App, PFG requires you to provide directly to PFG, parental consent required by PFG.

Third-Parties You Deal With

PFG is not responsible for your devices, your computers, internet service provider, common carrier, network provider, communication facilities, or other communication means of your access and use of the Site and the PFG App.

PFG General Disclaimers

PFG endeavors to provide the highest level of availability of the Software, the Services, the Additional Offerings, the Site and the PFG App in a professional manner consistent with generally accepted and commercially reasonable information technology industry standards, however, PFG does not guarantee any minimum level of availability or performance of the Software, the Site or the PFG App.

PFG reserves the right in its sole discretion to temporarily or permanently filter or block any traffic, including, electronic messages and PFG shall have no obligation or liability to you arising therefrom.

PFG shall maintain security of your files and data in accordance with the PPP and any questions regarding such may be directed to PFG [support@passportforgood.com]. PFG endeavors as best as it can to implement commercially reasonable information technology security standards but there are no guarantees of any form that the Software, the Site or the PFG App will not be hacked. Nobody is safe from hackers and it is your responsibility to be alert to hacking and to report any hacking that may involve the Software, the Site or the PFG App, immediately to PFG [support@passportforgood.com].

PFG may discontinue the Software, the Site and the PFG App for any reason or no reason in its sole determination and upon such discontinuance, PFG shall have no obligation or liability to you arising therefrom.

Data, Including, Personal Identifiable Information

The PPP applies to your data, including, any personal identifiable information. [https://www.passportforgood.com/privacy-policy/]. Further, if you are a Client User under the age of 13 years, COPPA Policy applies to you [https://www.passportforgood.com/coppa/].

YOU ARE RESPONSIBLE TO PROTECT AND BACK-UP ANY OF YOUR DATA, INCLUDING, PERSONAL IDENTIFIABLE INFORMATION AND WHILE PFG HAS THE RIGHT TO DO SO, PFG IS NOT RESPONSIBLE FOR SUCH.

PFG Warranty & Disclaimers

PFG warrants that it will provide the Software, Site and the PFG App in a professional manner consistent with commercially reasonably information technology industry standards.

The Software, the Site and the PFG App and their content may be subject to inaccuracies or interruptions, errors, prior modifications, subsequent changes, withdrawal or discontinuance, at any time, without prior notice or reason.

PFG disclaims any warranty or representation that (a) the Software, the Site of the PFG App will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the Software, the Site or the PFG App or the results that may be obtained therefrom will be effective, accurate, or reliable; (c) the quality of the Software, the Site or the PFG App will meet your expectations; or (d) any errors or defects in the Software, the Site and the PFG App can or will be corrected.

PFG does not warrant or represent that the Software, the Site, the PFG App or any linked websites are free of items such as viruses, worms, trojan horses or other items of a destructive nature. It is your responsibility to take precautions related thereto.

PFG disclaims any warranty or representation as to infringement of the intellectual property rights of any third-party and shall not have any liability relating thereto.

THE SOFTWARE, THE SITE AND THE PFG APP ARE PROVIDED “AS IS”. NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE ARE EXTENDED BY PFG, NOR CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY, WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR REPRESENTATIONS OF ANY NATURE AS EXTENDED BY PFG.

Third-Party Website & Non-PFG Software

Third-party websites and non-PFG software linked to or through any PFG facility are not that of PFG and are not within PFG’s control. PFG assumes no obligation or liability whatsoever for third-party websites or non-PFG software. The provisions for access or use of third-party websites and non-PFG software are governed by the provisions of such third-parties.

PFG Limitation of Liability

IN NO EVENT WILL PFG BE LIABLE FOR ANY VETTING OR APPROVAL OF ANY VOS OR VO REPS BY THE PFG CLIENT, OR ANY OTHER VOLUNTEER ORGANIZATION OR ITS EMPLOYEES OR REPRESENTATIVES BY YOU.

IN NO EVENT SHALL PFG BE LIABLE FOR ANY DIRECT DAMAGES EXCEEDING THE GREATER OF US$100.00 OR THE AMOUNT PAID BY YOU TO PFG.

IN NO EVENT SHALL PFG BE LIABLE FOR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, TANGIBLE OR INTANGIBLE DAMAGES.

IN NO EVENT SHALL PFG BE LIABLE FOR ANY DAMAGES IN CONNECTION WITH ACCESS OR USE OF THE SOFTWARE, SITE AND PFG APP, INCLUDING, BUT NOT LIMITED TO, LOSS AND DAMAGES:

 

FOR INABILITY TO ACCESS AND/OR USE THE SOFTWARE, SITE OR THE PFG APP,

FROM INTRUSION INTO THE SOFTWARE, THE SITE OR THE PFG APP OR INTERCEPTION OF THE SOFTWARE, THE SITE OR THE PFG APP BY THIRD PARTIES,

FROM REACHING THE SITE OR THE PFG APP FROM A LINKED WEBSITE, AND/OR

FROM LEAVING THE SITE OR THE PFG APP TO A LINKED WEBSITE.

IN NO EVENT WILL PFG BE LIABLE FOR ANY ACTS OR OMISSIONS OF PFG CLIENT.

 

IN NO EVENT SHALL PFG BE LIABLE FOR ANY ACTS OR OMISSIONS OF ANY OTHER PERSONS OR ENTITIES OTHER THAN PFG.

IN NO EVENT SHALL PFG BE LIABLE FOR ANY FORCE MAJEURE OR ANY EVENTS BEYOND ITS CONTROL.

THE LIMITATION OF THIS SECTION APPLY EVEN IF PFG KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

Force Majeure & Other

PFG shall not be responsible for failures to fulfill its obligations under this EULA due to force majeure or any other causes beyond its reasonable control.

Injunctive Relief

In the event you are in violation of any PFG provisions or documents, PFG is entitled to apply for injunctive remedies (or an equivalent type of emergency or provisional legal relief) as applicable.

Governing Law, Jurisdiction & Arbitration

This EULA will be construed and interpreted under the laws of the State of New York, without regard to any conflicts of law provision which may cause the application of any law other than the internal laws of the State of New York. PFG is a U.S. company. The Site and the PFG App is hosted in the U.S.A. by PFG directly or by one or more third-party service providers to PFG.  As such, the only laws applicable are those of the State of New York as specified herein and the laws of any other jurisdiction or country do not apply irrespective of a user’s visa, residency, citizenship, location or other status.

Without diminishing the effectiveness of the arbitration clause below, each party consents to the jurisdiction of the Federal and/or State courts having jurisdiction in the County of Renssalaer, State of New York, U.S.A., and each party waives any claim of lack of jurisdiction, improper venue or inconvenient forum, and further each party waives any right it may have to a jury.

Any dispute, controversy or claim arising out of or relating to this EULA or its breach (except any claims expressly excluded and barred from eligibility for arbitration under applicable law) will be settled by arbitration, before one (1) arbitrator in accordance with the rules of the American Arbitration Association (“AAA”) then in effect and determined to be applicable by the AAA and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator will be selected, by the parties, from a panel of attorney arbitrators experienced with the information technology industry. The parties agree that any arbitration shall be held in Troy, New York. The language of the arbitration shall be in English. New York law shall apply to the arbitration. The arbitrator will have no authority to award damages not measured by the prevailing party’s actual damages, and may not, in any event, make any relief, finding or award that does not conform to this EULA. Any party hereto may request that any arbitration award be a reasoned award. The parties shall share equally the cost of the arbitration and each party shall bear its own attorneys’ fees, except, as may otherwise be expressly provided for in this EULA or otherwise mandated by statute or mandated under the applicable rules of the AAA. Either party, before or during any arbitration, may apply to a court having jurisdiction for a restraining order or injunction where such relief is necessary to protect its interests. Neither party nor the arbitrator may disclose the existence or results of any arbitration hereunder, without the express prior written consent of both parties, except, as to confirmation and enforcement of any award in arbitration. Prior to initiation of arbitration, the aggrieved party will give the other party written notice, at least ten (10) days prior to the initiation of arbitration in accordance with this EULA, describing the claim and amount as to which it intends to initiate arbitration. Each party expressly waives its: (i) right to proceed in any court having jurisdiction (except as to proceedings for provisional measures and enforcement of arbitrator award or orders), (ii) right to a jury trial, (iii) right to have any statutory claims heard in court, and/or (iv) right to participate in any class action. Each party acknowledges that the forgoing waivers are material and essential and are non-severable from this arbitration provision.

General

PFG may assign its rights and obligations hereunder or subcontract its obligations hereunder.

You agree to hold harmless and indemnify PFG and its members, managers, employees, representatives and agents from any claims, of yours, the PFG Client with which you are a Client User, and all third parties and such hold harmless and indemnification shall include any damages suffered by PFG, as well as any costs, expenses and legal fees incurred by PFG.

Any notices from PFG to you shall be deemed given if posted on the Site or the PFG App or sent by e-mail to you. Any notices to PFG from you shall be given in writing to [support@passportforgood.com].

PFG and you are independent of one another and nothing in this EULA shall be construed as establishing an employee/employer or other agency relationship, partnership or joint venture relationship.

In case one or more of the provisions of this EULA is deemed invalid, illegal or unenforceable, the remaining provisions contained in this EULA will not be affected thereby and a commercially reasonable construction shall be given to any such invalid, unenforceable or illegal provision so as to most closely reflect the original intent of the parties as embodied in this EULA.

The rights and remedies afforded herein to PFG under this EULA are in addition to the rights and remedies available to PFG at law and in equity. The contractual provisions herein supplement and do not replace legal protections benefiting PFG in respect to its Software, the Site or the PFG App, including, but not limited to legal protections under patent, copyright and trade secret laws.

The waiver by PFG of any of its rights or remedies or of any breaches by you under this EULA in a particular instance shall not be deemed a waiver of the same or different rights, remedies or breaches in subsequent instances.

The provisions of this EULA, including, without limitation, the provisions regarding intellectual property and ownership rights, treatment of confidential information, indemnity and limitation of liability, shall survive such termination.

This EULA will be binding upon each party’s permitted assigns and legal successors.

PFG is not and shall not be a party to any arrangements or agreements between you and the PFG Client which with you are a Client User. PFG is not and shall not be a party to any disputes between you and any such third parties and you agree to resolve all such disputes without involving PFG.

In the event of any conflicts or inconsistencies between or among documents referenced herein and linked hereto, the document containing the provisions most favorable to PFG shall control. In the event of any conflicts or inconsistencies between this EULA and the documents referenced herein and linked hereto, the document containing the provisions most favorable to PFG shall control, provided however, in all events in respect to any Client Users under the age of 13 years, the COPPA Policy shall control.

PFG reserves the right to update, revise or amend the Software, the Site and the PFG App, at any time, for any reason or no reason, and any update, revision or amendment shall apply as of the PFG designated date.

PFG reserves the right to update, revise or amend this EULA, the PT or the PPP (including, COPPA Policy), at any time, for any reason or no reason, and any update, revision or amendment shall apply as of the PFG designated date.

No updates, revisions or amendments of any provision of this EULA and any document referenced herein or linked hereto, shall be valid unless, made in a writing (including, by electronic means) and posted on the Site and PFG App or otherwise initiated or confirmed by PFG.

It is your responsibility to periodically check this Site and the PFG App and any e-mails from PFG regarding any such updates, revisions or amendments.

 

No modification or waiver of any provision of this EULA shall be effective unless made in writing by PFG.

Entire Agreement

This EULA as well as any documents referenced herein or linked hereto represents the entire understanding between PFG and the user regarding their subject matter.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, THE PT, PPP (INCLUDING, COPPA POLICY) CAREFULLY, AND UNDERSTAND AND VOLUNTARILY AGREE TO IT IN ITS ENTIRETY.

YOU ACKNOWLEDGE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF ACCESSING OR USING THE SOFTWARE, THE SITE AND THE PFG APP, AND ARE NOT RELYING UPON ANY WARRANTY, REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN THOSE EXPRESSLY STATED BY PFG ON THE SITE OR THE PFG APP.

For all purposes, as between the parties in reference to this EULA, electronic signatures shall be deemed original signatures, even where an electronic signature may merely be a computer-generated signature, ‘check the box’, ‘click through’, or ‘I agree’ feature or other forms of confirmation of EULA.

I have read this EULA and the PT and the PPP (including, as applicable to me, COPPA Policy). I confirm that I understand them and that I am voluntarily and unconditionally agreeing to their terms, intending to be legally bound.

 

Rev. 11/2018