November 16, 2018

End User License Agreement (EULA)

GIVING – TREE ASSOCIATES, LLC
T/A PASSPORT FOR GOOD (“PFG”)
333 Broadway – 4th Floor
Troy, New York 12180
(518) 203-6710 (T)
General E-Mail: info@passportforgood.com
Website: www.passportforgood.com

END USER LICENSE AGREEMENT
(“EULA”)

IMPORTANT:

YOU CONFIRM YOU HAVE READ AND AGREE TO THIS EULA, THE PFG GENERAL TERMS AND PFG PRIVACY POLICY

Introduction:

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

The terms not defined herein, are defined in the PFG General Terms (“Terms”) and PFG Privacy Policy (“Privacy Policy”) appearing on the Site and the PFG App corresponding to the revision date of this EULA.

PFG is a New York Limited Liability Company. 

PFG has developed computer programs in executable form and related user documentation (“Software”) which are either, website enabled at www.passportforgood.com  (“Site”) or mobile enabled by way of the PFG mobile application for IOS and Android platforms (“PFG App”).

The Site and the PFG App remotely, collect, process, use, share and store information, including, personally identifiable information (referred to herein and in the related documents as “Data Handling”). Such Data Handling includes, participation, career development and community service hours (“Engagement”). Among the purposes of PFG’s Data Handling for Engagement are: analysis, reporting, evaluation and analytics, authentication and validation, participation, recognition, achievement, profiles, endorsements, recruitment, connecting volunteers with community service organizations, providing an information channel for community service organizations to publicize events, activities and volunteer needs.   

PFG remotely hosts the Software which runs the Site and the PFG App under a Software as a Service (“SaaS”) subscription model and subject to the applicable provisions, including, restricted and limited license terms.

PFG is a U.S. company. The Site and the PFG App are hosted in the U.S. by PFG, directly or by one or more third party service providers, deployed within a secured data center environment.  As such, the applicable laws specified in these Terms are exclusive and the laws of any other jurisdiction or country do not apply irrespective of your visa, residency, citizenship, location or other status.

Nature Of EULA

If you have any questions or comments or have a concern about the way in which the Site or the PFG App operates or regarding this EULA, please contact PFG as follows:

PFG Chief Privacy Officer
333 Broadway
Troy, New York 12180
Phone: (518) 424-9221
E-Mail:  cpo@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.

Terms for the Site and the PFG App applies to you and is incorporated herein by reference Terms.

Privacy Policy applies to you and is incorporated herein by reference Privacy Policy.

PFG K-12 Privacy Policy (“K-12 Privacy Policy”), is supplement to the Privacy Policy for the Site and the PFG App and may apply to you and is incorporated herein by reference K-12 Privacy Policy.

PFG and certain institutions, organizations, governmental agencies and businesses as well as Educational Entity which you are associated with have enabled services from PFG and have entered into a SaaS Agreement with PFG (“PFG Client”) designating you as a user of the PFG Client (“Client User”).

As a Client User you are independently subject to the terms of any arrangement or agreement between you and the PFG Client, including, those related to the Site and the PFG App.

You may also directly register with PFG as an individual user by agreeing to individual user terms and by submission of an online PFG user registration form which is subject to acceptance by PFG (“Individual User”). If you are an Individual User under the age of 18, you are required to follow the PFG user registration process beginning at the user registration form.

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, personally 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

Where a PFG Client is an Educational Entity, the PFG Client is required to obtain verified parental consent for each Client User. In all such instances, any parental involvement with PFG shall be through the PFG Client, except, where PFG designates otherwise in the K-12 Privacy Policy.

PFG may permit children under age 18 to register as Individual Users at the Site or the PFG App, in certain limited circumstances, subject to verified parental consent being provided to PFG, and where permitted, such Individual Users will be required to contact PFG at support@passportforgood.com and meet all of PFG’s other requirements for registration as an Individual User, including, any pertaining to verified parental consent and submission of an online PFG user registration form.

Security of Accounts

You will have a username and password for your account with PFG. You are responsible to maintain the security of your username and password. You are responsible for all activity that occurs via your account.

PFG will endeavor, as best as it can, in accordance with applicable rules, regulations and laws to maintain appropriate electronic and managerial policies and procedures to ensure that security of accounts, usernames and passwords is maintained to the extent PFG has access to such.

Precise methods and techniques which PFG deploy in respect to security are no less than those deployed under generally accepted information technology standards, but, are of a highly confidential nature and details of which are intentionally omitted here.

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.

The PFG Client, where you are a Client User, or you individually, as an Individual User (if you are under age 18, with verified parental consent and parental involvement), are responsible for screening and approving of volunteer organizations (“VOs”) and VO representatives (“VO Reps”) as well as all arrangements with the VOs and the VO Reps to facilitate your Engagement. In the event you are a Client User and are performing services for VOsthat have not been screened and approved by the PFG Client, then you are solely responsible to screen and approve the VOs and VO Reps.

PFG does not in any way screen or approve any VOs or VO Reps. PFG is not a party to any such arrangements with the VOs and PFG shall have no liability or obligation in respect to any VOs or VO Reps. PFG is not and shall not be a party to any disputes between you and the VOs or the VO Reps. All such disputes must be resolved without involving PFG.

Where a PFG Client is an Educational Entity, the PFG Client may be involved with certain services organizations which run programs for the PFG Client for your benefit as the Client User (“Affiliate”) whereby  you as a Client User can log in your time to the Site or the PFG App reflecting your participation in the program run by the Affiliate. The PFG Client is responsible for screening and approving of the Affiliate and the Affiliate representatives (“Affiliate Reps”) as well as all arrangements with the Affiliate and the Affiliate Reps plus obtaining all necessary consents from the Client User, including, any required verified parental consent. PFG does not in any way screen or approve any Affiliate or Affiliate Reps. PFG will have no liability or obligation with respect thereto. PFG is not and shall not be a party to any disputes between you and the Affiliate or Affiliate Reps. All such disputes must be resolved without involving PFG.

PFG Recourse

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

In case you are a Client User, permanent suspension 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 you are not associated with another PFG Client or you are not registered as an Individual User in accordance with the requirements of PFG, this EULA and the Terms.

In case you are a Client User, permanent suspension shall also occur in the event that you disassociate yourself with the PFG Client for any reason and are not associated with another PFG Client or are not registered as an Individual User in accordance with the requirements of PFG, this EULA and the Terms.

PFG shall have no liability or obligation to you for any suspension of your access and use of the Site and/or the PFG App.

Account Management

You may manage your account (including, your user status) for the Site or the PFG App in accordance with the Terms, the Privacy Policy and if applicable to you, the K-12 Privacy Policy.

Management of Data, Including, Personally Identifiable Information

You may manage your data, including, personally identifiable information, in accordance with the terms of the Privacy Policy and if applicable to you, the K-12 Privacy Policy.

Proprietary Rights

The Software for the Site and the PFG App may contain confidential content and/or trade secrets of PFG and PFG reserves all rights thereto.

The Software for the Site and the PFG App as well as the Site and the PFG App are protected under applicable rules, regulations and laws, is copyrighted work of PFG and are the property of and proprietary to PFG, except, such portions of the Software, the Site and the PFG App, which are licensed computer code and documentation of third-parties or are of an open source nature and are governed by license terms of licensors thereof.

Applicable third party license terms and open source license terms referenced above are available upon request from PFG by contacting support@passportforgood.com.

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 of PFG, the Site, the PFG App or the computer programs of any third-party or open source providers to PFG.

PFG License

Access and use of the Site, the PFG App, and the Software under the SaaS subscription model, in all instances, are subject to a revocable, personal, non-exclusive, non-transferable/assignable, no-charge, limited, restricted and at will license from PFG only for their intended and lawful purposes for so long as you are receiving the services from PFG and only on your personal end user device such as a PC, tablet or a smartphone. No license is granted for local installation or other downloading of the Software. For the avoidance of doubt, you have no right to run the Software on any device other than your personal device as referenced above.

You have no right to disclose the content of the Site and the PFG App or the Software to any other person or entity. You have no right to copy or otherwise reproduce the Site and the PFG App or the Software.  You have no right to access or use the Site, the PFG App or the Software except as expressly permitted by PFG.

You confirm that you have given PFG consent to back-up your data (including, personally identifiable information) within the Site and the PFG App. If you are associated with a PFG Client as a Client User, you confirm that you have given the PFG Client consent to back-up your data (including, personally identifiable information) within the Site and the PFG App. Additionally, PFG is reminding you that you are at all times solely responsible to back-up your data (including, personally identifiable information), notwithstanding that you have given permission to PFG or the PFG Client to back-up your data (including, personally identifiable information).

You shall not misuse the Software, the Site and the PFG App, including, but not limited to, (a) copy, transmit, publish, distribute, modify, create derivative works, disassemble, reverse engineer the Software, the Site or the PFG App, (b) 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 copy, transmit, publish, reproduce, redistribute, modify, sell, create derivative works or publicly display, perform, distribute or otherwise use or disclose any Confidential Information, except, for its intended purpose in connection with the Site and the PFG App. Software is confidential to PFG.

Licensed computer code and documentation from third parties or of an open source nature are governed by license terms of licensors thereof.

Persons Not Affiliated With PFG Client

If you are a Client User and are no longer associated with the PFG Client, to continue using the Site and the PFG App, unless you become associated with another PFG Client, you must register with PFG as an Individual User and meet all of PFG’s requirements of such provided in the Terms.

Fees, if any, for an Individual User will be paid by the Individual User in accordance with the PFG user registration form. Any sales or use taxes which may be applicable are not the responsibility of PFG and are the responsibility of the Individual User. PFG does not accept payment by credit card or debit card. PFG reserves the right to charge fees for support beyond the usual and customary no charge routine support that PFG normally provides.

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 Site and the PFG App in a professional manner consistent with generally accepted and commercially reasonable information technology industry standards, however, PFG does not guaranty any minimum level of availability or performance of the Site or the PFG App.

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

In furtherance of the section of the Privacy Policy regarding privacy and security, We have developed and implemented administrative, technical and physical safeguards associated with industry standards and best practices, including, but not limited to, encryption, firewalls and password protection when data, including, personally identifiable information, is stored or transferred or is in rest or in motion.  We conduct security audits from time to time for the Site and the PFG App.

We endeavor as best as We can to implement commercially reasonable information technology industry security standards, but, there are no guarantees of any form that the Software, the Site or the PFG App will not be hacked, intruded upon or intercepted. It is your responsibility to be alert to any hacking, intrusion or interception as to your account or data (including, personally identifiable information) and to report such immediately to us as follows:

PFG Chief Privacy Officer
333 Broadway
Troy, New York 12180
Phone: (518) 424-9221
E-Mail:  cpo@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.

PFG Warranty & Disclaimers

PFG warrants that it will provide the Software, the 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 or 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 CREATED BY ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE.

PFG DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING, WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

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.

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, NOR ANY VETTING OR APPROVAL OF ANY AFFILIATE OR AFFILIATE REPS NOR ANY VETTING OR APPROVAL OF ANY OTHER VOLUNTEER ORGANIZATION OR ITS EMPLOYEES OR REPRESENTATIVES BY YOU.

IF YOU ARE AN INDIVIDUAL USER OR A CLIENT USER, IN NO EVENT SHALL PFG BE LIABLE FOR ANY DIRECT DAMAGES EXCEEDING THE GREATER OF US$100.00 OR THE AMOUNT PAID TO PFG BY YOU AS AN INDIVIDUAL USER OR THE PROPORTIONAL AMOUNT PAID ON YOUR BEHALF, AS A CLIENT USER, BY THE PFG CLIENT. IN RESPECT TO ANY PFG CLIENT, PFG’S LIABILITY SHALL BE LIMITED AS PROVIDED FOR IN THE SAAS AGREEMENT.

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, THE 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 BY YOU OR OF A PFG CLIENT.

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

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 & Jury Waiver

This EULA will be construed and interpreted under the laws of the State of New York, without regard to any conflicts of law provision.

Each party consents to the jurisdiction of the Federal and/or State courts having jurisdiction in the County of New York State in which you reside and waive any claim of lack of jurisdiction, improper venue or inconvenient forum, and further waive any right it may have to a jury trial.

General

Your rights and obligations under this EULA, or any documents referenced herein or linked hereto, are not assignable or transferable, in whole or in part. PFG may assign or transfer, in whole or in part, any of its rights and obligations in this EULA, or any documents referenced herein or linked hereto. PFG may subcontract, in whole or in part, any of its duties or obligations under this EULA, or any documents referenced herein or linked hereto.

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 inquiry to PFG regarding technical support or technical issues for the Site or the PFG App should be given in writing via E-Mail to: support@passportforgood.com.

Any notices from you to PFG shall be given by E-Mail and by overnight courier to:

PFG Chief Privacy Officer
333 Broadway
Troy, New York 12180
Phone: (518) 424-9221
E-Mail:  cpo@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 with which 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 within, between or among, this EULA and the documents referenced herein and linked hereto, the provisions most favorable to PFG 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, and any document referenced herein or linked hereto, 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, including, by E-Mail.

It is your responsibility to periodically check the 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.

If at any time you have any questions regarding the terms of this EULA or any of the documents referenced herein or linked hereto, please contact PFG as follows:

PFG Chief Privacy Officer
333 Broadway
Troy, New York 12180
Phone: (518) 424-9221
E-Mail:  cpo@passportforgood.com

Should for any reason any of your questions, concerns or requests about this EULA or any of the documents referenced herein or linked hereto, have not been addressed in a timely way, you should escalate your concerns as follows:

PFG Chief Executive Officer
Gayle Farman
333 Broadway
Troy, New York 12180
Phone: (518) 852-7208
E-Mail:  gayle@passportforgood.com

Any inquiry to PFG regarding technical support or technical issues for the Site or the PFG App should be given in writing via E-Mail to: support@passportforgood.com.

Entire Agreement

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

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.  

YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS EULA AND VOLUNTARILY AGREE TO IT IN ITS ENTIRETY.

 

Rev 10/2019