November 16, 2018

Terms

PFG TERMS

(“PT”)

GENERAL
1. Access & Use
1.1 You are at www.passportforgood.com (“Site”) and have arrived at the terms for the Site (“PT”).  For information about PFG and its mission please visit the other applicable parts of the Site.

1.2 The Site is offered by Passport For Good (“PFG”) which is a New York Limited Liability Company.  PFG makes available its computer programs and related user documentation (“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- information 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 and subject to the license terms specified herein.

1.3 This PT applies to: (a) persons or entities who are visitors to the Site or the PFG App, (b) persons or entities who provide contact information to PFG, (c) persons or entities who receive information (including, contact information) from PFG, (d) persons or entities who send e-mails or other communications to or through PFG, (e) persons or entities who receive e-mails or other communications from or through PFG, and (f) all users of this Site or the PFG App, including, all web-based users and all mobile users who register through a PFG Client with which a user may be affiliated (“Client User”). You may be prompted to agree to the terms of this PT when you access or use this Site or the PFG App, but, even if you are not prompted to so agree, by access and use of this Site or the PFG App, you voluntarily and unconditionally agree to the terms of this PT and agree to be legally bound by them. If you do not unconditionally and voluntarily agree to the terms of this PT, you may not access or use the Site or the PFG App.

1.4 Depending upon your status with PFG, other terms, in addition to the terms of this PT, may apply to you, and such terms are supplemental to and not in lieu of the terms of this PT.

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

1.6 The clients of PFG may be institutions, organizations, governmental agencies and businesses that enable services available from PFG under the SaaS Agreement referenced herein (“PFG Client”). The PFG Clients through their employees, representatives and agents are themselves users and are subject to the same terms as Client Users plus the terms of the SaaS Agreement. The Client Users may be users sponsored by a PFG Client such as  students, volunteers, or other designated persons as well as organizations, clubs, groups or service entities. A PFG Client is required to execute a PFG Software as a Service Agreement (“SaaS Agreement”) [Link] in connection with the commencement of the registration process for access and use of the Site and the PFG App by PFG Client and Client Users.

1.7 If the PFG Client is a K-12, school, school district, school administrator or other educational entity (“Educational Entity”), the PFG Client is solely responsible for, and represents and warrants it is in compliance with Children’s Online Privacy Protection Act (“COPPA”) and Family Educational Rights and Privacy Act (“FERPA”) and all other applicable rules, regulations and laws. The PFG Client warrants and represents to PFG that no protected financial information or protected health information will be disclosed to PFG.

PFG may collect data (including, personal identifiable information) through the Site or the PFG App from a Client User under 18 years of age in support of the learning environment and subject to the PFG Privacy Policy (“PPP”) [https://www.passportforgood.com/privacy-policy/] for Client Users under the age of 18 years, and for a Client User under the age of 13 years also be  subject to the PFG Supplemental COPPA Policy to PPP (“COPPA Policy”) [https://www.passportforgood.com/coppa/] in addition to the PPP. Educational Entity as a PFG Client must have obtained parental consent for a student Client User to use the Site or PFG App and PFG is relying upon the PFG Client to have obtained such parental consent.

If you are an employee, representative or agent of a PFG Client or entity , you are agreeing to this PT and the documents referenced herein or linked hereto on behalf of yourself and on behalf of the PFG Client or entity Client User and as such you certify that you are legally permitted to use and access the Site and PFG App and take full responsibility for the selection, use and access of the Site and the PFG App.

Each Client User registering with PFG is required to agree to a PFG End User License Agreement (“EULA”) [https://www.passportforgood.com/eula/] and PFG Privacy Policy (“PPP”) [https://www.passportforgood.com/privacy-policy/].

1.8 Each Client User may also be subject to arrangements or agreements with the PFG Client regarding the Site and the PFG App and other matters.

1.9 A PFG Client may automatically enroll you with PFG and in such cases you will be required to either complete the user registration process with PFG or opt-out of it by informing the PFG Client and the PFG Client in turn informing PFG.

1.10 PFG is not a party to arrangements or agreements between the PFG Client and other persons or entities but may be a beneficiary of such.

1.11Any 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.

1.12 PFG will typically enter into a SaaS Agreement with a PFG Client, whereby the PFG Client will pay fees to PFG and in such cases, normally access and use of the Site and the PFG App would be without charge to an individual Client User.

1.13 If you are a Client User, the PFG Client may have established arrangements with specific volunteer organizations (“VOs”) to facilitate your volunteer efforts. PFG is not a party to any such arrangements between the PFG Client and the VOs and PFG shall have no liability or obligation in respect to any VOs. The PFG Client is responsible for screening and approving of VOs per PFG Client’s policies and practices and VO representatives (“VO Reps”) as well as all arrangements with the VOs, and you should direct any questions that you may have to PFG Client regarding such. PFG does not in any way screen or approve any VOs or VO Reps. 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.

1.14 Persons not affiliated with the PFG Client are not permitted to access and use the Site and the PFG App, except where PFG has entered into a separate agreement with the person 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 such person to be a user of the Site and the PFG App, PFG reserves the right to assess fees upon such user as a condition to 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 a person under the age of 18 years not affiliated with a PFG Client, is permitted to be a user of the Site and the PFG App, PFG requires the person to provide directly to PFG, parental consent required by PFG.

1.15 Any sales or use taxes which may be applicable are not the responsibility of PFG and the PFG Client or the user will be responsible for such.

1.16 In the process of registering as a user with PFG, the Site or the PFG App or otherwise interacting with PFG, the Site or the PFG App, where PFG has requested your consent or agreement to the terms of this PT or another document as 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.

1.17 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 information technology service providers to PFG.  As such, the applicable laws specified in this PT are exclusive and the laws of any other jurisdiction or country do not apply irrespective of your visa, residency, citizenship, location or other status.

1.18 By using the Site or the PFG App, you unconditionally and voluntarily consent, in accordance with the PPP, to the collection, storage, processing, copying and transfer (import and/or export) of your data, (including, personal identifiable information) to PFG and those service providers that may be providing information technology services to PFG.

1.19 Do not use the Site or the PFG App or any of their capabilities such as a contact manager feature of the Site or the PFG App for any employment engagement or contracting matters as it is not enabled for such.

2. Proprietary Rights
2.1 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, database 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 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.

2.2 Passport For Good, PFG, Giving-Tree, Giving-Tree Associates, Doing Good Here, and all other applicable PFG product names, service names, marks and logos are registered or common law trademarks and/or service marks of PFG. www.passportforgood.com is a registered internet domain of PFG.

2.3 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.

2.4 All names of products and services (other than those of PFG) if mentioned on the Site and the PFG App are trademarks/service marks/domains (registered or otherwise) of the applicable owners thereof.

2.5 You are not permitted to copy, transmit, publish, reproduce, redistribute, modify, sell, create derivative works or publicly display, perform, distribute or otherwise use or disclose the content of the Site or the PFG App in any way for any public or commercial purposes. The structure, sequence, organization and assembling of code, databases, compilations, and any derivatives generated therefrom as to the Software, the Site and the PFG App and all related documentation are protected content of PFG.

2.6 In the event you believe that any content, material or activities on the Site or the PFG App infringe your intellectual property rights or you have another legal basis to assert a claim regarding the content, material or activities on the Site or the PFG App, please immediately notify PFG in writing of such, with proper identification and supporting materials in accordance with the procedures set forth in the PFG Take Down Policy pertaining to such [https://www.passportforgood.com/take-down/].

3. Specific Requirements
3.1 As a condition of your access or use of the Site and the PFG App, you agree that you will not access or use the Site or the PFG App for any unlawful purpose, or misuse the Site or the PFG App in any way, or use the Site and the PFG App in any way that is contrary to the terms of this PT or any PFG documents referenced herein or linked hereto.  Moreover, the Site and the PFG App may be used only for their intended purposes and may not be used for any activity which PFG determines, in its sole discretion, to be outside of the scope of their intended purposes.

3.2 You agree to abide by all applicable federal, state, and local rules, regulations and laws as they may be updated from time to time.

3.3 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, as they may be updated from time to time.

3.4 You agree that you are solely responsible for all of your acts or omissions.

3.5 You agree that you expressly, knowingly, irrevocably and unconditionally waive any and all rights you may have under the laws of any other jurisdiction, other than the State of New York, U.S., including, the laws of any foreign state or foreign country.

3.6 You agree to abide by all the proprietary and other notices contained on the Site and the PFG App.

4. Content & Data
4.1 PFG has designed features that allow you to export your data (including, your personal identifiable information) from the Site or the PFG App, within the scope of their intended purposes and you agree to follow the PFG policies and procedures for such as established by PFG from time to time.

4.2 PFG has designed features that allow the PFG Client to export your data (including, your personal identifiable information) from the Site or the PFG App within the scope of their intended purposes and you give your consent to such.

4.3 PFG has designed features that allow the PFG Client to import and/or export your data (including, your personal identifiable information), in the possession or under the control of the PFG Client to the Site or the PFG App within the scope of their intended purposes and you give your consent for such. For clarity, such data (including, personal identifiable information) may have been transferred by you or a third party to the PFG Client or the PFG Client may have independently obtained such from other sources.

4.4 You agree that PFG and the PFG Client are given permission to collect, arrange, use, disclose internally, transmit, disclose externally and store your data (including, your personal identifiable information) on the Site or the PFG App, within the scope of their intended purposes in the manner solely determined by PFG and the PFG Client; and in the case of PFG subject to the PPP [https://www.passportforgood.com/privacy-policy/] and in the case of the PFG Client, the arrangements or agreements that you have entered into with the PFG Client.

4.5 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 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).

4.6 Any arrangements or agreements between you and the PFG Client, are exclusively between you and the PFG Client. PFG shall not be responsible or liable for any part of any such arrangements or agreements. PFG is not and shall not be a party to any disputes between you and the PFG Client. You agree to resolve all such disputes with the PFG Client without involving PFG.

4.7 Any arrangements or agreements between you and the VOs or the VO Reps as defined herein, are exclusively between you and the VOs or the VO Reps. PFG shall not be responsible or liable for any part of any such arrangements or agreements. 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.

4.8 Any arrangements or agreements between the PFG Client and the VOs or VO Reps as defined herein, are exclusively between the PFG Client and the VOs or the VO Reps. PFG shall not be responsible or liable for any part of any such dealings. PFG is not and shall not be a party to any disputes between the PFG Client and the VOs or the VO Reps. All such disputes must be resolved without involving PFG.

4.9 Any arrangements or agreements with parties other than PFG, are exclusively between you and such parties. PFG shall not be responsible or liable for any part of any such arrangements or agreements. You agree to resolve all such disputes without involving PFG.

5. Other Websites & Non-PFG Software
5.1 Other websites and non-PFG software linked to or through the Site and the PFG App are not that of PFG and are not within PFG’s control. PFG assumes no obligation or liability whatsoever for such other websites or non-PFG software. The terms of access or use of other websites or non-PFG software are governed by the terms of such other parties.

6. Software & Downloads
6.1 The Site, the PFG App and the Software used to operate the Site and the PFG App and all related user documentation or any content downloaded from the Site or the PFG App are subject to applicable PFG license terms referenced in this PT as well as any and all protections under applicable rules, regulations and laws, including, but not limited to, copyright, patent and trade secret protections.

6.2 The Software used to operate the Site and the PFG App and all related user documentation or any content downloaded from the Site or the PFG App are subject to applicable rules, regulations and laws, including, without limitation, any applicable government oversight or control.

7. Truthful Identity/Name & Data, Including Personal Identifiable Information
7.1 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.

7.2 Nothing herein or otherwise requires PFG to independently verify your identity, legal name or data, including, personal identifiable information but you do give PFG the permission to verify such, if PFG wishes to do so, including, but not limited to, your age.

7.3 Any violation of the requirements of Section 7.1 above by you may result in suspension or revocation of your user registration with PFG, without PFG having any obligation or liability to you.  Such suspension or revocation may also result in the deletion and destruction of your data (including, your personal identifiable information) on the Site or the PFG App or with the PFG Client.

7.4 Any data (including, personal identifiable information) pertaining to you on file with PFG which needs to be corrected, updated or deleted by you is subject to the PFG procedures for such [https://www.passportforgood.com/privacy-policy/].

8. Communications
8.1 Your communications to or through PFG shall not be untrue, unlawful, harmful, threatening, abusive, malicious, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of others’ privacy, hateful, or racially, ethically or otherwise objectionable.

8.2 You shall assume full responsibility for your communications to or through PFG.

8.3 PFG is not a party to any communication between you and third parties, whether or not such communication is via or through the Site or the PFG App.

8.4 Your communications to or through PFG shall be considered non-confidential and non-proprietary, except, as to content expressly specified under the applicable PPP [https://www.passportforgood.com/privacy-policy/].

8.5 PFG may, but shall have no obligation to, monitor, limit, restrict, retain, store, remove or forward the content of any of your communications.

8.6 PFG reserves the right, at all times, in respect to your communications to and through PFG, to act or not act regarding such, as necessary to satisfy any applicable law, regulation, rule, legal process or governmental request.

8.7 You are reminded that electronic communications may be accessed or used by unauthorized parties when communicating across the internet, network and other communication facilities or other electronic means, and you agree that PFG is not responsible for any such unauthorized access or use whatsoever and PFG will not have any liability or obligation to you as to such.

8.8 Any misuse of the Site and PFG App, including, but not limited to communications in violation of this PT is prohibited.  You can report such to PFG as follows [support@passportforgood.com].

9. Good News, Testimonials, Blogs & Other Services (“Ancillary Services”)
9.1 PFG provides its Ancillary Services such as but not limited to Good News, Testimonials and Blogs as such may appear on the Site and the PFG App from time to time.

9.2 PFG reserves the right to make available or not make available the Ancillary Services.

9.3 PFG makes no warranty or representation as to the content, accuracy or timeliness of the Ancillary Services and the Ancillary Services are subject to any and all errors, omissions and inaccuracies.

9.4 PFG may discontinue one or more of the Ancillary Services or change such in its sole discretion, at any time, without any liability or obligation to any party.

9.5 PFG in all instances reserves the right, in its sole discretion, to remove the content of the Ancillary Services that it deems to be non-conforming to the standards of PFG.

9.6 Third-party content in the Ancillary Services are subject to the terms and conditions of their respective copyright holders and may not be reproduced or otherwise used without the permission of their respective copyright holders.

10. Availability & Performance
10.1 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 guaranty any minimum level of availability or performance of the Site or the PFG App.

10.2 PFG reserves the right in its sole discretion to temporarily or permanently filter 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.

10.3 PFG is not responsible for any devices, internet service provider, common carrier, network provider, communication facilities, or other means by which you communicate and settings which you select, or which are applicable to you.

10.4 PFG may discontinue the Software, the Site and/or 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.

11. Intrusions & Interceptions
11.1 PFG shall maintain security of your files and data in accordance with the PPP and any questions regarding such may be directed to PFG as follows [support@passportforgood.com]. PFG endeavors as best as it 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. 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].

11.2 If any breach occurs within the scope of the above, PFG will endeavor to notify you as soon as commercially practicable after PFG becomes aware of such breach as may be required by applicable law.

11.3 If you become aware of an intrusion or interception of your data (including, personal identifiable information) through this Site or the PFG App you will immediately notify PFG of such [support@passportforgood.com].

VISITORS, E-MAIL SUBSCRIBERS, CLIENT USERS SPECIFICALLY & USERS GENERALLY
12. Visitors & E-Mail Subscribers
12.1 If you are a visitor to the Site or the PFG App and you submit any information or request to PFG or otherwise communicate to or through the Site or the PFG App, by doing so, you confirm that you agree to this PT as such applies to you as a visitor.

12.2 If you are an e-mail subscriber to the Site or the PFG App you confirm by such subscription that you agree to this PT as such applies to you as an e-mail subscriber.

12.3 You may unsubscribe from certain features or notifications in accordance with the applicable unsubscribe functions provided for on the Site or the PFG App or by contacting PFG [support@passportforgood.com].

12.4 Any of your data (including, personal identifiable information) pertaining to you which needs to be corrected, updated or deleted by you may be done by contacting PFG [support@passportforood.com].

13. Client Users Specifically
13.1 For the safety and security of Client Users where PFG Client is an Educational Entity, PFG has adopted certain user classifications. Client Users of an Educational Entity are classified by PFG as 18+ years of age, 13-18 years of age or under 13 years of age. Different terms may apply to each such Client User classifications as to several areas including, parental consent and privacy.

13.2 In the event that you age up during your status as a Client User of an Educational Entity, the terms of PFG applicable to your new age will become applicable to you and you may be required to re-register with PFG.

13.3 As a Client User, you agree that all data (including, your personal identifiable information) entered by you on the Site or the PFG App becomes data that the PFG Client and PFG have access to and can retain even after you terminate your status with the PFG Client or terminate the use and access of the Site and the PFG App.  Moreover, your data (including, your personal identifiable information) may be retained by the PFG Client based upon arrangements or agreements between you and the PFG Client.    

13.4 FERPA is applicable to PFG Clients who are Educational Entities and their Client Users of the Site or the PFG App. PFG Clients and PFG reserves the right, in its sole discretion, in addition to all of its other rights and remedies, to immediately cancel applicable access or use to the Site and the PFG App in the event of non-compliance with FERPA.

13.5 COPPA is applicable to PFG Clients who are Educational Entities and their Client Users under 13 years of age of the Site or the PFG App and PFG Clients.  PFG reserves the right, in its sole discretion, in addition to all of its other rights and remedies, to immediately cancel applicable access or use to the Site and the PFG App in the event of non-compliance with COPPA.

14 Users Generally
14.1 Users may also be classified by PFG according to PFG’s policies for such where PFG determines that such classifications are necessary for the operation and integrity of the Site and the PFG App.

14.2 PFG reserves the right to temporarily suspend or revoke the user status for the Site or the PFG App of any person or entity in its sole discretion, including, in instances where a user is violating the terms of the Site or the PFG App.

14.3 You may request that PFG cancel your user status for the Site or the PFG App by contacting PFG [support@passportforgood.com].

14.4 You may unsubscribe from certain features or notifications in accordance with the applicable unsubscribe functions provided for in the Site or the PFG App or by contacting PFG [support@passportforgood.com].

14.5 Any of your data (including, personal identifiable information) which needs to be corrected, updated or deleted by you may be done by contacting PFG at [support@passportforgood.com].

PRIVACY
15. Privacy Commitment
15.1 PFG has a strong commitment to privacy.

15.2 The terms of the PPP apply to you. Please carefully review and comply with the PPP [https://www.passportforgood.com/privacy-policy/].

15.3 Depending upon your user classification with PFG, the terms applicable to you in respect to privacy may vary, including, the COPPA Policy being applicable to you [https://www.passportforgood.com/coppa/].

16. Technology and Social Media
16.1 PFG uses cookies and other technology to improve the efficiency and convenience of your experience with PFG. You can choose not to accept cookies, but, your use of the Site and the PFG App may be interrupted in whole or in part.

16.2 PFG does not track you so it does not respond to do not track signals but third-party websites linking to PFG or to which PFG links may track your visit and activity, so be aware of the tracking practice of any such websites and you are solely responsible for determining the level of your interaction with such websites. PFG does not deploy its own specific location protocols within its Software, the Site and the PFG App to identify your location, but, it is your responsibility to either enable or disable location features depending upon if you want your location to be detected.

16.3 You are solely responsible to make certain that the web browser which you are using has the appropriate setting based on your wishes as to what information may or may not be captured regarding your internet activity.

16.4 You are solely responsible to make certain that your devices, internet service provider, common carrier, network provider, communication facilities, or other means by which you communicate and computer settings which you select or are subject to have the appropriate settings based on your wishes as to what information may or may not be captured regarding your internet activity.

16.5 The Site and the PFG App are not social media platforms, however, the Site or the PFG App may link to social media platforms and you are solely responsible to make certain that your social media settings are appropriately based on your wishes as to what information may or may not be captured regarding your social media activity.

SPECIAL SERVICES
17. Fees Relating to Special Services
17.1 Special services may be offered by PFG on the Site or the PFG App and such shall be subject to this PT and the applicable special terms thereof and such special services may also involve fees. Such special services may involve requests made by you regarding your data (including, your personal identifiable information) such as the preparation by PFG of certain type of reports or extracts. Special services, if and as offered, will be available to you subject to your specific enrollment to such services and upon your agreement to applicable PFG special terms thereof.

18. Credit Cards
18.1 In the event you submit any payment by credit card to PFG, PFG will process such through a secure third-party credit card payment processor.

18.2 PFG does not retain any of your credit card information.

OTHER TERMS
19. License Terms
19.1. The access and use of the Software, the Site and the PFG App and related user documentation and their content are governed by the terms of the EULA [https://www.passportforgood.com/eula/].

19.2 Access and use of the Software, the Site and the PFG App and related user documentation and their content, in all instances, are subject to a personal non-exclusive, non-transferable/assignable, no-charge, limited and revocable at will license from PFG to only access and use such for their intended and lawful purposes, 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. Additionally, if you have registered with PFG, the terms of the EULA shall apply to you [https://www.passportforgood.com/eula/]. For the avoidance of doubt, access and use of the executable code of the Software, is provided on a remote basis only under a SaaS subscription model.

20. Notices
20.1 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.

20.2 Any notices to PFG from you shall be given in writing via email to support@passportforgood.com.

21. General Disclaimers & Disclaimer of Warranty
21.1 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.

21.2 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.

21.3 PFG does not warrant or represent that 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.

21.4 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.

21.5 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.

22. Limitation of Liabilities
22.1 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.

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

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

FOR INABILITY TO ACCESS AND/OR USE THE SOFTWARE, THE 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.

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

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

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

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

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

23. Conflicts & Inconsistencies
23.1 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 PT 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.

24. Hold Harmless & Indemnification
24.1 You agree to hold harmless and indemnify PFG and its members, managers, employees, representatives and agents from any claims, of yours, the PFG Client 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.

25. No Assignment/Transfer
25.1 Your rights and obligations under this PT are not assignable or transferable, in whole or in part.

26. Governing Law
26.1 The laws of the State of New York, U.S. apply without regard to its conflict of laws principles.

27. Arbitration
27.1 Any dispute, controversy or claim arising out of or relating to this PT 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 PT. 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 PT 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 PT, describing the claim and amount as to which it intends to initiate arbitration.

27.2 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.

28. Jurisdiction & Jury Waiver
28.1 Without diminishing the effectiveness of the arbitration clause above, you consent to the jurisdiction of the Federal and/or State courts having jurisdiction in the County of Rensselaer, State of New York, U.S. and you waive any claim of lack of jurisdiction, improper venue or inconvenient forum, and further you waive any right that you may have to a jury.

29. Independent Investigation
29.1 YOU ACKNOWLEDGE THAT YOU HAVE READ THIS PT AND ANY DOCUMENTS REFERENCED HEREIN OR LINKED HERETO CAREFULLY, AND UNDERSTAND AND VOLUNTARILY AGREE TO IT IN ITS ENTIRETY.

29.2 YOU ACKNOWLEDGE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF ACCESSING OR USING 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.

30. Force Majeure
30.1 PFG shall not be responsible for failures to fulfill its obligations due to force majeure events.

30.2 PFG shall not be responsible for failures to fulfill its obligations due to any other causes beyond its reasonable control.

31. PFG Rights & Remedies & Survival
31.1 The rights and remedies of PFG hereunder shall be cumulative and may be exercised concurrently or consecutively, at PFG’s option and are in addition to the rights and remedies available to PFG at law and in equity.

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

31.3 All rights and remedies not expressly provided for herein are hereby reserved by PFG.

31.4 All rights and remedies of PFG shall continue to be applicable, notwithstanding termination, suspension or revocation of your access and use of the Site or the PFG App.

32. Construction & Severability
32.1 Each provision included herein shall be independently enforceable in accordance with its terms.

32.2 Should any provision(s) of this PT (including, any document linked to or referenced herein) be determined to be invalid, illegal or unenforceable pursuant to applicable law, a valid, legal and enforceable construction that is closest to the original intent thereof shall be given to and supersede such original provision(s), and the balance of this PT (including, any document linked to or referenced herein) shall remain in effect.

33. Updates, Revisions & Amendments
33.1 No updates, revisions or amendments of any provision of this PT 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.

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

33.3 PFG reserves the right to update, revise or amend the 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.

33.4 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.

34. Execution, Storage and Transmittal by Electronic Means
34.1 This PT, all terms herein, all documents referenced herein or linked hereto, and any other document on the Site and the PFG App are created in electronic form.

34.2 Documents shall be transmitted electronically unless otherwise designated by PFG.

34.3 For all purposes, 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.

34.4 Documents once created and executed in electronic form or otherwise shall be valid, binding upon the parties and enforceable in accordance with their terms.

34.5 Documents shall be archived in electronic form, and that neither party is required to retain the paper form of a document after execution, even if it is initially executed in paper form.

34.6 By accessing or using the Site and the PFG App you voluntarily and unconditionally agree not to contest the applicability or validity of the terms of this PT, any document referenced herein or linked hereto.

35. Entire Agreement
35.1 By accessing or using the Site or the PFG App, you agree that the terms contained in the PT (including, those documents referenced herein and linked hereto), represent the entire understanding and agreement between PFG and you.

36. Review
36.1 By accessing or using the Site and the PFG App you agree that you have had the opportunity to review this PT, and to consult with any advisors you wish prior to agreeing to it and that you fully understand the terms of this PT and are voluntarily and unconditionally agreeing to it intending to be legally bound by it.

36.2 If you are under 18 years of age, by accessing or using the Site and the PFG App you and your parent agree that (a) you have had the opportunity to review this PT and the PPP, and to consult with your parent prior to agreeing to it and that you fully understand the terms of this PT, the PPP and the EULA,  (b) are voluntarily and unconditionally agreeing to it intending to be legally bound, and (c) further that your parent’s consent has been obtained for use and access of the Site and the PFG App. If you are under 13 years of age, by accessing or using the Site and the PFG App you and your parent agree that the COPPA Policy as well as the PPP applies to you and that your parent’s consent has been obtained for access and use of this Site and the PFG App by you.

37. Reach Out to Us
37.1 We are here to help.  If at any time you have any questions regarding the terms of this PT or any of the documents herein or linked hereto, please contact PFG [support@passportforgood.com].

 

Rev. 11/2018