November 16, 2018

Terms

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

PFG GENERAL TERMS 
(“TERMS”)

GENERAL 

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

1.2 The Site is offered by PFG which 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 the Site or mobile-enabled by way of the PFG mobile application for IOS and Android platforms (“PFG App”).

1.3 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.   

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

1.5 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.

1.6 These Terms apply to persons or entities: (a) who are visitors to the Site or the PFG App, (b) who provide contact information to PFG, (c) who receive information (including, contact information) from PFG, (d) who send E-Mails or other communications to or through PFG, (e) who receive E-Mails or other communications from or through PFG, and (f) who are users of this Site or the PFG App, including, all web-based users and all mobile users who are registered with PFG.

1.7 There are several different ways to register with PFG as a user. By example, registration as a user with PFG may be through a PFG Client (as referenced below) with which a user may be associated (“Client User”) or directly with PFG, 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 registration process beginning at the registration form. Each user is required to agree to a PFG End User License Agreement (“EULA”) and PFG Privacy Policy (“Privacy Policy”).

1.8 Fees for a Client User will be paid by the PFG Client in accordance with the SaaS Agreement for the PFG Client (as referenced below). 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 PFG Client or the Individual User, as applicable. 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.

1.9 PFG only provides access and use to the Site and the PFG App subject to your agreement to and compliance with these Terms as well as the documents referenced herein or linked hereto. You acknowledge that you have carefully read these Terms and agree to them by use of the Site and the PFG App.

1.10 Additionally, where PFG have requested your consent or agreement to the terms of these Terms by way of a ‘check the box’, ‘click-through’ or other ‘I agree’ feature, you confirm that you have carefully read it and agree to it.

1.11 The Site and the PFG App may only be used for their intended purposes and their capabilities such as, a contact manager feature, should not be used for any other purposes, including, for any employment, engagement or contracting matters, as it is not enabled for such.

1.12 Institutions, organizations, governmental agencies and businesses, including, Educational Entities that enable services for Client Users available from PFG under the SaaS model are referred to as PFG Client(s). PFG Clients, through their employees, representatives and agents are themselves users and are subject to the same terms as Client Users. Additionally, a PFG Client is required to execute a PFG SaaS contract (“SaaS Agreement”). If you are an employee, representative or agent of a PFG Client, you are agreeing to these Terms and the documents referenced herein or linked hereto on behalf of yourself and on behalf of the PFG Client 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.

1.13 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.

1.14 A PFG Client may automatically enroll you with PFG and in such cases you may 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.

1.15 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.

1.16 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.

1.17  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 employees or 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 VOs that have not been screened and approved by the PFG Client, then you are solely responsible to screen and approve the VOs and VO Reps.

1.18 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.

2. K-12 Educational Entity

2.1 For PFG Clients which are a K-12- school, school district, school administrator or other educational entity (“Educational Entity”) the PFG K-12 student-specific privacy terms (“K-12 Privacy Policy”) apply. The K-12 Privacy Policy incorporates: (a) Family Educational Rights and Privacy Act (“FERPA”) for all students, (b) for students under the age of 13 the Children’s Online Privacy Protection Act (“COPPA”), (c) any State and Local specific privacy requirements for K-12 students, and (d) all other applicable rules, regulations and laws pertaining to K-12 students.

2.2 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 otherwise designates in the K-12 Privacy Policy. Where a reference is made to a parent, it includes both, the parents under applicable law and any legal guardian.

2.3   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, submission of an online PFG user registration form.

2.4 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 the benefit of the Client Users (“Affiliate”) whereby Client Users can log in their time, on the Site or the PFG App, reflecting their 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.

3. Proprietary Rights 

3.1 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.

3.2 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 provider to PFG.

3.3 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, the PFG App or the Software in any way except as expressly permitted by PFG, including, 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 are protected content of PFG.

3.4 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. 

3.5 www.passportforgood.com is a registered internet domain of PFG.

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

3.7 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.

4. Specific Requirements

4.1 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 these Terms 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.

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

4.3 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.

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

4.5 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.

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

5. Content & Data

5.1 PFG has designed features that allow you to export or import your data (including, your personally identifiable information) from or to the Site or the PFG App, within the scope of their intended purposes and you agree to follow the policies and procedures of PFG for such as may be established by PFG from time to time.

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

5.3 If you are associated with a PFG Client as a Client User, you confirm that the PFG Client may export or import your data (including, your personally identifiable information) on your behalf, in the possession or under the control of the PFG Client from or 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, personallu 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.

5.4 You confirm that you have reviewed the Data Handling policies and practices of PFG as set forth in the Privacy Policy and agree to permit PFG to engage in such Data Handling.

5.5 You confirm that you have given PFG consent to back-up your data (including, your 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, your 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, your personally identifiable information), notwithstanding that you have given permission to PFG or the PFG Client to back-up your data (including, your personally identifiable information).

5.6 By using the Site or the PFG App, you unconditionally and voluntarily consent, in accordance with the Privacy Policy (and if applicable, K-12 Privacy Policy), to the Data Handling and import and/or export of your data (including, personally identifiable information) by PFG to and from third party service providers of PFG and subject to such third party service providers having privacy policies comparable to those of PFG.

6. Other Websites & Non-PFG Software

6.1 Other websites and non-PFG software linked to or available through the Site and the PFG App are not those 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.

7. Software & Downloads 

7.1 The Site, the PFG App and the Software used to operate the Site and the PFG App or any content downloaded from the Site or the PFG App are subject to: (a) applicable PFG terms, including, restricted and limited license terms, referenced in these Terms, and (b) all rights and remedies of PFG under applicable rules, regulations and laws, including, but not limited to, copyright, patent and trade secret.

7.2 The Software used to operate the Site and the PFG App 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.

8. Truthful Identity/Name & Data, Including, Personally Identifiable Information

8.1 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, personally identifiable information.

8.2 Nothing herein or otherwise requires PFG to independently verify your identity, legal name or data, including, personally 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.

8.3 Any violation of the requirements of Section 8.1 above by you may result in suspension of your user registration with PFG, without PFG having any obligation or liability to you. 

9. Communications

9.1 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.

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

9.3 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.

9.4 Your communications to or through PFG shall be considered non-confidential and non-proprietary.

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

9.6 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.

9.7 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 will not have any liability or obligation to you as to such.

9.8 Any misuse of the Site and the PFG App, including, but not limited to communications, in violation of these Terms is prohibited.  You can report such to PFG as follows:

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

10. Good News, Testimonials, Blogs & Other Services (“Ancillary Services”)

10.1 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.

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

10.3 PFG makes no warranties or representations 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.

10.4 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.

10.5 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.

10.6 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.

11. Availability & Performance 

11.1 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.

11.2 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.

11.3 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.

11.4 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.

12. Security 

12.1 PFG shall maintain security of your data (including, personally identifiable information) as provided for in the Privacy Policy.

12.2 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, 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 PFG as follows:

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

VISITORS, E-MAIL SUBSCRIBERS, CLIENT USERS SPECIFICALLY & USERS GENERALLY 

13. Visitors & E-Mail Subscribers

13.1 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 these Terms as such applies to you as a visitor.

13.2 If you are an E-Mail subscriber to the Site or the PFG App, you confirm by such subscription that you agree to these Terms, as such applies to you as an E-Mail subscriber.

13.3 You may unsubscribe from E-Mail if you are an E-Mail subscriber only, in accordance with the applicable unsubscribe functions (as available) if provided for in the E-Mail or pursuant to the notice requirements identified herein.

13.4 Any of your data (including, personally identifiable information) pertaining to you which needs to be corrected, updated or deleted may be done per the Privacy Policy by contacting PFG as follows:

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

14. Client Users Specifically

14.1  As a Client User, you agree that all data (including, personally 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, except, where you have requested your data (including, personally identifiable information) or your account to be deleted by PFG as specified under the Privacy Policy. 

14.2 If you are a Client User and you 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 in accordance with the requirements of PFG and these Terms.

15 Users Generally

15.1 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.

15.2 PFG reserves the right to temporarily or permanently suspend your user status for the Site or the PFG App in its sole discretion, including, in instances where you violate these Terms or another document referenced herein or linked hereto.

15.3 You may request that PFG cancel your account (including, user status) for the Site or the PFG App by contacting PFG as follows:

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

15.4 You may unsubscribe from certain features or notifications in accordance with any automatic unsubscribe functions (as available) or the notice requirements provided for in the Site or the PFG App. Please be aware that if you unsubscribe from certain features or notifications on the Site or the PFG App, such could affect the functionality of your experience with the Site or the PFG App.

15.5 Any of your data (including, personally identifiable information) which needs to be corrected, updated or deleted may be done per the Privacy Policy by contacting PFG as specified in the Privacy Policy.

PRIVACY

16. Privacy Commitment

16.1 PFG has a strong commitment to privacy.

16.2 The terms of the Privacy Policy apply to you. Please carefully review and comply with the Privacy Policy.

16.3 In the event you are a Client User of an Educational Entity, or an Individual User under age of 13 the terms of the K-12 Privacy Policy apply to you in addition to the Privacy Policy.

17. Technology and Social Media

17.1 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.

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

17.3 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.

17.4 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.

17.5 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.

PREMIUM SERVICES 

18. Fees Relating to Premium Services

18.1 Premium services may be offered by PFG on the Site or the PFG App and such shall be subject to these Terms and any applicable special terms and fees associated with the premium services. Such premium services may involve requests made by you regarding your data (including, personally identifiable information) such as the preparation by PFG of certain type of transmittals, reports or extracts. Premium 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 and payment of applicable fees.

OTHER TERMS 

19. Data Handling Exclusions

19.1 For the avoidance of doubt, PFG is not involved with Data Handling as to academic, health, credit card and financial information.

20. License Terms

20.1. Your access and use of the Site and the PFG App and the Software under the SaaS subscription model are governed by the terms herein and the terms of the EULA.

20.2 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.

20.3 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.

21. Notice Requirements & Inquiries Generally

21.1 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.

21.2 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.

21.3 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

22. General Disclaimers & Disclaimer of Warranty 

22.1 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.

22.2 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.

22.3 PFG does not warrant or represent that the Site, the PFG App, the Software under the SaaS subscription model 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.

22.4 YOU ARE RESPONSIBLE TO PROTECT AND BACK-UP ANY OF YOUR DATA (INCLUDING, PERSONALLY IDENTIFIABLE INFORMATION) PERTAINING TO THE SITE AND THE PFG APP.

22.5 THE SOFTWARE, THE SITE AND THE PFG APP ARE PROVIDED “AS IS”.

22.6 NO WARRANTIES OR REPRESENTATIONS OF ANY NATURE ARE CREATED BY ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE.

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

23. Limitation of Liabilities 

23.1 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.

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

23.3 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.

23.4 IN NO EVENT WILL PFG BE LIABLE FOR ANY ACTS OR OMISSIONS BY YOU OR OF A PFG CLIENT.

23.5 IN NO EVENT WILL PFG BE LIABLE FOR ANY VETTING OR APPROVAL OF ANY VOS OR VO REP NOR ANY VETTING OR APPROVAL OF ANY AFFILIATE OR AFFILIATE REP NOR ANY VETTING OR APPROVAL OF ANY OTHER VOLUNTEER ORGANIZATION OR ITS EMPLOYEES OR REPRESENTATIVES BY YOU.

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

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

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

24. Conflicts & Inconsistencies 

24.1 In the event of any conflicts or inconsistencies within, between or among, these Terms and other documents referenced herein and linked hereto, the provisions most favorable to PFG shall control.

25. Hold Harmless & Indemnification

25.1 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.

26. No Assignment/Transfer + Subcontracting By PFG

26.1 Your rights and obligations under these Terms, or any documents referenced herein or linked hereto, are not assignable or transferable, in whole or in part.

26.2 PFG may assign or transfer, in whole or in part, any of its rights or obligations under these Terms, or any documents referenced herein or linked hereto.

26.3 PFG may subcontract, in whole or in part, any of its duties or obligations under these Terms, or any documents referenced herein or linked hereto.

27. Governing Law 

27.1 The laws of the State of New York, U.S. apply without regard to its conflict of laws principles.

28. Jurisdiction & Jury Waiver 

28.1 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 to a jury trial.

29. Independent Investigation 

29.1 YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS 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 suspension 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 these Terms (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 these Terms (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 these Terms 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 the PFG App or otherwise initiated or confirmed by PFG, including, by E-Mail.

33.2 PFG reserves the right to update, revise or amend the Software, the Site, the PFG App and these Terms, 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 these Terms 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.

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 These Terms, 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 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 these Terms, or 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 these Terms (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 these Terms, and to consult with any persons you wish, prior to agreeing to it and that you fully understand these Terms and are voluntarily and unconditionally agreeing to it intending to be legally bound by it.

37. Reach Out to Us

37.1 PFG are here to help.  If at any time you have any questions regarding these Terms 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

37.2 Should for any reason any of your questions, concerns or requests about these Terms, 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

Rev. 10/2019