Terms of Use

MATTHEWSHEPARD.ORG TERMS OF USE


MSF Terms of Use:

This agreement, including the “Highlights” section above, (“Agreement” or “Terms of Use”) is between you and the Matthew Shepard Foundation, a Non-Profit Corporation, (“MSF”) and it sets forth the terms and conditions which govern the use by you of www.MatthewsPlace.com (however accessed and/or used, whether via personal computers, mobile devices or otherwise) and other interactive features or downloads (e.g., widgets) that are accessible on or downloadable through, or related to, www.MatthewShepard.org and owned or operated by MSF (collectively, the “Site”) or and any other product or service offered by MSF for use, subscription or sale (collectively, “Services”).  Please carefully read these Terms of Use before accessing or using this site, as use of the site is conditional upon acceptance of these Terms of Use, which affect your legal rights and obligations.

Acceptance:

If you do not understand and accept these Terms of Use, do not use our Site or Services. Your use and/or continued use of the Site or Services shall be deemed to constitute your acceptance of these Terms of Use and all of MSF’s rules and restrictions related to the Site and Services, including the Privacy Policy[A1] .  These may be updated from time to time, and so you are encouraged to regularly review these Terms, the Privacy Policy, and any additional MSF rules and restrictions for any changes. MSF also reserves the right to modify the license granted in this section and the restrictions described in these Terms of Use in writing on the Site, including, without limitation, by charging fees therefor and/or making certain features available through the Site that may invite you to use the Site Materials in a manner not described in these Terms of Use.  MSF may add, change, discontinue, remove or suspend any of the Site Materials (defined below) at any time, without notice and without liability.

In some instances, both these Terms of Use and a separate Guidelines document setting forth additional conditions may apply to a service or product offered via the Site (“Additional Terms”).  To the extent there is a conflict between these Terms of Use and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

License:

Subject to the terms and conditions below, and your acceptance of them, MSF agrees to grant, and you agree to take, a non-exclusive, non-transferable, non-assignable single computer license (without right of sublicense) to use and display the Site and Services and related software (excluding source and object code) for your personal (or household) non-commercial use by any machine(s) of which you are the primary user (“Limited License”).

License Restrictions:

You may not assign this Limited License or any of the rights or licenses granted under this Agreement or rent, lease, or lend the Software to any person or entity.  Any attempted sublicense, transfer, or assignment in violation of this Agreement is void. You may not copy, modify, adapt, translate into any language, distribute, or create derivative works based on the Site or Services or related software without the prior written consent of MSF, or otherwise violate the single computer, non-commercial display and use Limited License granted hereunder.  You agree not to decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Services or Software by any means whatsoever, except to the extent the foregoing restriction is prohibited by applicable law.

Lawful Use and Age Restriction:

MatthewsPlace.com is intended for United States residents, thirteen (13) years of age or older.

You agree to use the Services only as lawful in the United States, and the relevant jurisdictions and subdivisions thereof.

If you are a resident of another nation, your use of this Site is conditioned upon (1) your representation to MSF that your use of the Site and the Services is legal under the legal system applicable to you, (2) your agreement to use the Site and Services only in a manner that complies with any law applicable to you, and (3) your specific indemnification of MSF against claims arising under the legal system applicable to you.

Site Materials:

Unless otherwise specified in writing on the Site, all materials that are part of the Site (including past, present and future versions), including, without limitation: graphics; layout; text; images; audio and/or video; designs; advertising copy; logos; domain names; trade names and marks; service marks and trade identities; any and all copyrightable material (including source and object code); the “look and feel” of the Site; the compilation, assembly and arrangement of the materials of the Site; and all other materials related to the Site (collectively, the “Site Materials”) are owned, controlled or licensed by MSF and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, publicity and other laws, rules, regulations and international treaties.  The entire contents of the Site and Services (including the Site Materials) are copyrighted as a collective work under the United States copyright laws and/or similar laws of other jurisdictions.  MSF owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to MSF.  Third-party content providers may own a copyright in content that is original to them.  All rights of MSF are reserved.  All other trademarks and service marks appearing on the Services are the property of their respective owners, including, in some instances, MSF.  All rights are reserved.  Use of any of our trademarks, service marks or names as “metatags” on other web sites is prohibited.  You may not display our Services or content in frames or “in-line links” without express written permission from MSF (e-mail requests to INFO@MATTHEWSHEPARD.ORG).

You agree not to encumber, license, modify, publish, copy, sell, transfer, transmit or in any way exploit, any of the content of the Services (including the Site Materials other than your own User Content (defined below)), nor will you attempt to do so. You agree not to copy, redistribute, publish or otherwise exploit material which you download from the Services, except as expressly permitted herein, without the express prior written permission of MSF and the owner of such Site Materials (from whom you are solely responsible for obtaining permission). You further agree and acknowledge that you shall not acquire any ownership rights by downloading material from the Services.

Privacy:

MSF respects the privacy of its Web site users.  As a condition of your access to the MatthewsPlace.com, you agree that MSF has the right, for any purpose, to retain, use, and publish in an aggregate manner, subject to the terms of its Privacy Policy, information collected in your use of the site, including without limitation, User Data.  Please refer to our Privacy Policy that explains users’ rights and responsibilities with respect to information that is disclosed on this Web site.  Use of this site constitutes acceptance of the Privacy Policy.

User Content:

MSF does not solicit submissions, creative materials, ideas or suggestions other than those MSF specifically requests.  Any communications or materials you transmit to MSF by electronic e-mail or otherwise including, without limitation, data, questions, comments, ideas, images, writings, music, sounds, audio-visual effects, artwork, design elements, graphics, suggestions, concepts, biographical information, notes or chat or message postings, will be treated as non-confidential, except as described in our Privacy Policy.  The Site may invite you to participate in blogs, message boards, surveys, online forums and other functionality and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to MSF and/or to or via the Site, including, without limitation, text, writings, photographs, graphics, comments, suggestions or personally identifiable information or other material (collectively, excluding Site Materials not created by you, “User Content”).

Your User Content must be wholly original to you, and you agree that you will not assert any interest in your User Content against MSF and that MSF has no obligation to return your User Content.  You should also be aware submissions of User Content may not be secure, and you should consider this before submitting any information to MSF.  By transmitting your content to the Site or MSF, you are granting to MSF an unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual fully-paid and royalty-free right and license to host, copy, distribute, reproduce, disclose, sell, re-sell, sub-license, display, perform, transmit, publish, broadcast, modify, make derivative works from, retitle, reformat, translate, archive, store, cache or otherwise use in any manner whatsoever, all or any portion of your User Content and any Collaborative Content (defined below) to which you have contributed, for any purpose whatsoever, in any and all formats; on or through any and all media, software, formula or medium now known or hereafter known; and with any technology or devices now known or hereafter developed and to advertise, market and promote same. You further agree that MSF is free to use any ideas, information, concepts, know-how or techniques contained in any User Content you send to the Site or MSF, for any purposes whatsoever, including, without limitation, developing, producing, marketing and otherwise in connection with products and/or services using such User Content, and without remuneration of any kind to you. You further perpetually and irrevocably grant MSF the unconditional right to use your name, persona and likeness included in any User Content and in connection with any User Content, without any obligations to you other than as provided for herein. You also grant to MSF the right to sub-license and authorize others to exercise any of the rights granted to MSF under these Terms of Use; and each such third party will be entitled to benefit from the rights and licenses granted to MSF under these Terms of Use. Without limiting the generality of the foregoing, you authorize MSF to publish your User Content in a searchable format that may be accessed by users of the Site and the Internet.  Except as prohibited by law, you waive any rights of attribution and/or any so-called moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you, to the greatest extent allowed by applicable law.

MSF has no obligation to monitor or enforce any intellectual property rights to User Content but has the right to protect and enforce its and its licensees’ licensed rights to your User Content, including, without limitation, by bringing and controlling actions in your name and on your behalf (at MSF’s cost and expense, to which you hereby consent and irrevocably appoint MSF as your attorney-in-fact, with the power of substitution and delegations, which appointment is coupled with an interest).

You acknowledge and agree that MSF may, but is not obligated to, review, monitor, display, archive, maintain, accept, profit from, delete, move, re-format, edit, alter, distort, remove, block or use User Content at any time and without notice to you as it deems fit.  You also agree and understand that MSF is not obligated to use User Content and/or Collaborative Content and that you will not receive any additional consideration or compensation for your User Content and/or Collaborative Content or for any further or derivative use of it.  Your access to the Site and Services shall be the sole consideration for your User Content and Collaborative Content.

While MSF retains the right to supervise user forums and filter content, MSF is under no obligation to do so and assumes no responsibility or liability arising from the content of the site, or for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger or inaccuracy contained in any content within the site.  Information posted or views expressed by Site users do not necessarily reflect the views of MSF, and are not endorsed by MSF.

Complaints or Copyright Infringement Notification:

MSF takes claims of infringement of intellectual property rights, defamation and violation of rights of privacy or publicity very seriously and complies with the complaint procedures of the Digital Millennium Copyright Act. If you believe that any of the material that is or was on our Services infringes or has infringed any rights, including copyrights or trademarks, owned by you, or by an owner for which you are authorized to act, and for all other correspondence and complaints of a non-legal nature, please e-mail info@matthewshepard.org.

You may notify us pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing MSF’s designated agent with all of the following information:

1. The electronic or physical signature of the copyright owner, or the person or entity authorized to act on behalf of the copyright owner.

2. A specific description of the copyrighted work claimed to be infringed. If multiple copyrighted works exist on a single online site, you may provide a representative list of such works at that site.

3. A specific description of where the copyrighted work claimed to be infringed exists (including the specific web page address on this site).

4. A specific description where the original or an authorized copy of the copyrighted work exists (including, for example, a specific Web page address not on this site).

5. Your name, address, telephone number and, if available, your e-mail address.

6. A written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, the person or entity authorized to act on behalf of the copyright owner, or the law.

7. A written statement by you, made under penalty of perjury, that all of the above information is accurate, and that you are the copyright owner or the person or entity authorized to act on behalf of the copyright owner.

MSF’s designated agent for notices of claims of copyright infringement may be reached at: Copyright Agent, Matthew Shepard Foundation, 1580 Lincoln Street, Suite 1150, Denver, CO 80203 and info@matthewshepard.org .

You should be aware that under the DMCA claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred as a result of the removal or blocking of the of the alleged infringing material, court costs, and attorney’s fees.

Conditions on Viral Content and Posting on Other Web Sites:

Without limitation, the following terms and conditions apply to Viral Content Distribution of Collaborative Content or other Site Materials:

* Posting on other web sites is permitted provided third party web sites do not criticize or injure MSF, do not obtain any rights to such content other than a non-exclusive license to post it at your direction, and do not charge for access to such content as associate products, services or advertising with such content so long as the web site where the link resides, and all other locations to which such site links, comply with all applicable laws and do not in any way abuse, defame, stalk, threaten or violate the rights of privacy, publicity, intellectual property or other legal rights of others or, in any way, post, publish, distribute, disseminate or facilitate any inappropriate, infringing, defamatory, profane, indecent, obscene, illegal/unlawful or otherwise objectionable information, topic, name or other material.

* You must include (or, if provided by MSF, refrain from removing) a prominent link to this Site’s homepage in connection with any of your use of Collaborative Content permitted hereunder, including, without limitation, in emails you are sending friends; and

* You agree to include, and not remove or alter, MSF’s trademark, copyright or other proprietary rights notices, as provided by MSF on the Site and within e-mail page(s), when displaying any User Content, and you agree to comply with usage guidelines that may be provided by MSF from time to time. You agree that all goodwill that arises in connection with your use of MSF’s trademarks inures exclusively to MSF and agree not to challenge MSF’s ownership or control of any MSF trademarks, nor use or adopt any trademarks that might be confusingly similar to such MSF trademarks.  For purposes of certainty, MSF does not encourage or reward you for Viral Content Distribution, and you agree not to engage in spamming or other unlawful or controversial behavior in connection therewith.

External Locations / Linking:

The Services may contain links to external locations (e.g., other web sites, etc.) and the ability to access external portions of the Internet.  MSF is not responsible for the availability of these external locations or the content thereon, including, without limitation, solicitations thereon or products or services made available thereby.  Some external locations may contain materials or communications which are unedited, untrue, offensive or even illegal in some jurisdictions.  You agree to access external locations at your own risk and not to permit minors to have access to inappropriate material.  You agree that MSF shall not be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused in any way whatsoever related to any such external link and you hereby irrevocably waive any and all claims related thereto against MSF.

Disputes With Others:

You are solely responsible for your interaction with others that you come in contact with through the Site.  We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other users of the Site.  If you have a dispute with other users, you release the MSF Parties (defined below) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

As noted in our Privacy Policy, we will comply with any requests through legal process to reveal your identity in connection with a dispute against you based on your violation of these Terms of Use.

Health Information:

Any health information is strictly for informational purposes only.  You should not use any information contained herein for diagnosing a health or fitness problem or disease and it is not a substitute for professional medical advice.  You are hereby advised to consult with a physician or other professional health care provider prior to making any decisions or taking (or not taking) any actions related to any health care problem or issue you might have at any time, now or in the future.  In using the Site, you agree that neither the Matthew Shepard Foundation nor any other party is or will be liable or otherwise responsible for any decision made or any action taken or any action not taken due to your use of any information presented on this site.

Disclaimers, Limitations and Waivers of Liability:

YOU AGREE THAT MSF WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INFORMATION, SOFTWARE, OR MATERIALS FOUND AT ANY LINKED SITE.

Disclaimer of Warranty. YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO THIS AGREEMENT). MSF AND ITS SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS IN ANY RESPECT OR BE AVAILABLE AT ALL TIMES, OR THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS IN THE SOFTWARE OR SERVICES OR NONCONFORMITY TO ITS OR THEIR DOCUMENTATION CAN OR WILL BE CORRECTED.  YOU ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT AND CONSIDERATION TO MSF AND ITS SUPPLIERS TO GRANT THE LICENSE CONTAINED IN THIS AGREEMENT AND TO PROVIDE YOU WITH ACCESS TO THE SERVICES.

MSF MAY DISTRIBUTE CONTENT SUPPLIED BY THIRD PARTIES AND USERS OF THE SERVICES AND MAY PROVIDE LINKS TO EXTERNAL LOCATIONS OPERATED BY THIRD PARTIES. ALL COMMUNICATION EXPRESSED OR MADE AVAILABLE BY THIRD PARTIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, BY OTHER USERS, IS SOLELY MADE BY THE RESPECTIVE AUTHOR(S) OR DISTRIBUTOR(S), AND THE MSF PARTIES DO NOT GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS THEREOF, OR ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE; NOR DO THEY MAKE ANY GUARANTEE, ENDORSEMENT OR WARRANTY WITH RESPECT THERETO.

YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY TO SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY COMMUNICATION AND AGREE TO USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WITH RESPECT TO ALL COMMUNICATION AND TRANSACTIONS.

Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL MSF BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT, YOUR USE OF OR INABILITY TO USE THE SITE, OR YOUR USE OF OR RELIANCE ON ANY DATA YOU MAY ACCESS IN CONNECTION WITH YOUR USE OF THIS SITE.  YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT MSF IS NOT AND WILL NOT BE LIABLE FOR THE SITE OR THE SERVICES, AND YOU AGREE NOT TO SEEK TO HOLD MSF LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICES AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

YOU ACKNOWLEDGE THAT THE DISCLAIMERS, LIMITATIONS AND WAIVERS OF LIABILITY CONTAINED HEREIN WILL SURVIVE ANY TERMINATION OF YOUR ACCOUNT(S) OR ANY SERVICES, AND ARE NOT VALID WHERE PROHIBITED BY APPLICABLE LAW, AND ARE INTENDED TO BE CONSTRUED AS BROADLY AS ALLOWED BY APPLICABLE LAW.

Indemnification:

To the fullest extent allowed by law, you agree to defend, indemnify and hold harmless the MSF, officers, directors, employees, agents, suppliers and third party partners from and against all claims and expenses, including attorneys’ fees and costs, arising out of your use of the Site, the Services and/or your breach or alleged breach of any term, condition, obligation, representation or warranty in these Terms of Use.  You agree that the provisions in this paragraph will survive any termination of your account(s) or the Services.

Equipment:

You agree to be responsible for obtaining and maintaining all telephone, computer hardware mobile devices and other equipment needed for access to and use of the Services, and you shall be responsible for all charges related thereto. This site may be available in an application form for mobile services, but please be aware that your carrier’s normal rates and fees, such as data usage fees, will still apply.  You agree that you are solely liable for all costs, fees, and other expenses resulting from your use of this site.

Governing Law, Arbitration and Waiver of Injunctive Relief:

This Agreement and all aspects of the Services shall be governed by and construed in accordance with the internal laws of the United States and the State of Wyoming governing contracts entered into and to be fully performed in Wyoming (without regard to conflict of laws provisions) regardless of your location.  You acknowledge that the rights granted and obligations made hereunder to MSF are of a unique and irreplaceable nature, the loss of which shall irreparably harm MSF and which cannot be replaced by monetary damages alone so that MSF shall be entitled to injunctive or other equitable relief, without the obligations of posting any bond or surety, in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for money damages if any.

You agree that any suit, action or proceeding arising out of or relating to these Terms of Use, the Site, or the Services, or any of the transactions contemplated herein or related to the Services (including without limitation, statutory, equitable or tort claims) shall be resolved solely by binding arbitration before a sole arbitrator under the rules and regulations of the American Arbitration Association (“AAA”); provided, however, that notwithstanding the parties’ decision to resolve any and all disputes arising under these Terms of Use through arbitration, MSF may bring an action in any court of applicable jurisdiction to protect its intellectual property rights or to seek to obtain injunctive relief or other equitable from a court to enforce the provisions these Terms of Use or to enforce the decision of the arbitrator. The arbitrator shall apply the substantive laws of the State of Wyoming, shall allow the minimum discovery consistent with due process, shall issue a written decision, and shall have the power to award any legal remedies consistent with these Terms of Use except that no punitive, exemplary or special damages or attorneys fees shall be awarded in any event. The parties will split the arbitrator’s fee; provided, however, that if any court or arbitrator would find such requirement unconscionable or unenforceable, MSF will have the option to pay all of such fees and proceed with arbitration. You agree that the provisions in this paragraph will survive any termination of your account(s) or the Services.

If any provision of these Terms of Use is found to be illegal or unenforceable, the Terms of Use will be deemed curtailed to the extent necessary to make it legal and enforceable and will remain, as modified, in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. Upon MSF’s request, you will furnish MSF any documentation, substantiation or releases necessary to verify your compliance with these Terms of Use. You agree that these Terms of Use will not be construed against MSF by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.


Additions and Changes:

MSF has the right, at any time, to add, change or discontinue the Site or Services, or any aspect or feature of the Site or Services, including, but not limited to, content, financial terms, availability and equipment needed for access or use, or impose, change or modify these Terms of Use, Additional Terms or our Privacy Policy without prior notice (“Changes”).  Such Changes shall be effective immediately upon notice by posting the Changes on this Site or by any other method of notice MSF deems appropriate.  Any use of the Site or Services by you after notice of the Changes constitutes acceptance by you of such Changes.  You agree to review these Terms of Use regularly to be aware of any Changes (as defined herein).

You must provide (a) the name, address, phone number, and electronic mail address of the agent, and (b) file a designation of the agent with the Copyright Office using your own form or http://www.copyright.gov/onlinesp/agent.pdf

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