Terms and Conditions

TERMS OF USE

 

Terms & Conditions Governing Your Use of this Website and Vendor’s Service

 

LAST UPDATED – 7/26/2018

 

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE WEBSITE OR SERVICE. DEFINED TERMS AS USED HEREIN SHALL HAVE THE SAME MEANING AS IN THE “CHARITYAUCTIONSTODAY SOFTWARE AS A SERVICE AGREEMENT” (“AGREEMENT”) UNLESS OTHERWISE STATED.

 

1. Parental Responsibility

Vendor is concerned about the safety and wellbeing of all our Customers and their Users, but in particular children. Vendor requires that all Users must be at least 18 years of age. Parents shall not allow their children to use the Service and should take care to supervise their children. We remind you that the Service is designed for use only by legal adults. As the legal guardians, parents are reminded that it is their responsibility to supervise children and their activities. Customer shall not permit any alcohol or controlled substance to be sold to a minor (as may be defined in the applicable jurisdiction) through use of the Service.

 

2. Customer’s Responsibilities

Customer agrees to comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with its use of the Service, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data. Customer will ensure that any use of the Service by Customer’s Users is in accordance with the terms of the Agreement and the Terms of Use. Customer agrees to notify Vendor immediately of any unauthorized use of any password or account or any other known or suspected breach of security or any known or suspected distribution of Customer Data. Customer acknowledges and agrees that certain use of the Service could be subject to the U.S. Export Administration Laws and Regulations. Customer agrees that no part of the Service or information obtained through use of the Service, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical biological weapons, or missile projects unless authorized by the U.S. Government. Proscribed countries are set forth in the U.S. Export Administration Regulations and are subject to change without notice, and Customer must comply with the list as it exists in fact. Customer certifies that neither Customer nor any Users are on the U.S. Department of Commerce’s Denied Persons List or affiliated lists or on the U.S. Department of Treasury’s Specially Designated Nationals List. Customer agrees to comply strictly with all U.S. export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required. Any unauthorized use of the Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.

       3. Customer Use and Conduct:

Customer shall not to use the Service:

• for any unlawful purpose;
• in any way so that the Service is damaged;
• in any way that may damage or disrupt another User’s computer;
• for the transmission, uploading or posting of any computer viruses or any harmful or deleterious files or programs;
• to transmit, upload or post any material which is defamatory, offensive, racist, vulgar, libelous or of an obscene or menacing character;
• as a means to threaten, stalk, harass, abuse, or otherwise insult other users or to collect or store personal data about other users;
• in a manner which constitutes a violation or infringement of any person, firm or company’s rights (including, but not limited to, rights of copyright or confidentiality);
• to transmit any material for the commercial purposes of publicity, promotion and/or advertising without our prior written consent of Vendor;
• to create a false identity for the purpose of misleading others as to the identity of the sender or the origin of a message, including, but not limited to impersonating a CharityAuctionsToday.com employee, manager, host or another user; or
• to transmit, upload, post or otherwise make available any solicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any duplicative or unsolicited messages.

 

4. Content

Customer acknowledges that Vendor does not control the content posted by Customer or Users through the Service and as such, Vendor does not guarantee the accuracy, integrity or quality of such content. By using the Service, Customer acknowledges that it may be exposed to content that is offensive or objectionable. Under no circumstances will Vendor be liable in any way for any content or any damage incurred as a result of Customer accessing any content posted or otherwise transmitted via the Service. Customer acknowledges that Vendor does not monitor or preview any content posted by Customer or Users through the Service, and that Vendor shall have the right (but not the obligation) to refuse access to or remove any content made available via the Service.

 

5. Customer Must Have Internet Access

In order to use the Service, Customer must have or must obtain access to the World Wide Web, either directly or through devices that access Web-based Content. Customer must also provide all equipment necessary to make (and maintain) such connection to the World Wide Web and the Service.

 

6. Email and Notices

Customer agrees to provide Vendor with Customer’s e-mail address (es), and to accept emails (or other Electronic Communications) from Vendor at the e-mail address Customer specifies. Notwithstanding any provision in the Agreement to the contrary, acknowledgement by an officer of Customer is not required with respect to e-mail communications pertaining to the Customer’s routine use of the Service, including without limitation communications relating to the support, maintenance, updating of the Service, or modifications to the Terms of Use. Customer further agrees the Vendor may provide any and all required notices including legal notices to Customer through either e-mail (or other electronic transmission), or by mail or express delivery service in accordance with the Agreement.

 

7. Service Extensions or Updates

Customer further agrees that, unless explicitly stated otherwise, any new features that augment or enhance the Service, and or any new service subsequently purchased by Customer pursuant to an amendment accepted by Vendor referencing this Agreement will be subject to this Agreement.

 

8. Passwords, Access, and Notification

Customer may designate up to the number of Users that corresponds to the number of permitted Users set forth in Schedule A. Customer will provide and assign unique password and user names to each authorized User for each license purchased. Customer acknowledges and agrees that Customer is prohibited from sharing passwords and or user names with unauthorized users. Customer will be responsible for the confidentiality and use of Customer’s (including its employees’) passwords and user names. Customer will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically through the Service or under Customer’s account. Vendor will act as though any Electronic Communications it receives under Customer’s passwords, User name, and/or account number will have been sent by Customer. Customer agrees to notify Vendor if Customer becomes aware of any loss or theft or unauthorized use of any of Customer’s passwords, user names, and/or account number. The foregoing shall also apply to any Purchase Order Forms submitted by the Customer for further use of the Service.

 

9. Transmission of Data

Customer understands that the technical processing and transmission of Customer’s Electronic Communications is fundamentally necessary to Customer’s use of the Service. Customer expressly consents to Vendor’s interception and storage of Electronic Communications and/or Customer Data, and Customer acknowledges and understands that Customer’s Electronic Communications will involve transmission over the internet, and over various networks, only part of which may be owned and/or operated by Vendor. Customer acknowledges and understands that changes to Customer’s Electronic Communications may occur in order to conform and adapt such data to the technical requirements of connecting networks or devices. Customer further understands that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means. Customer agrees that Vendor is not responsible for any Electronic Communications and/or Customer Data which are lost, altered, intercepted or stored without authorizations during the transmission of any data whatsoever across networks not owned and/or operated by Vendor.

 

10. Vendor’s Support

Vendor will make commercially reasonable efforts to promote Customer’s successful utilization of the Service, including but not limited to maintenance and support, providing Customer with user guides and on-line help, and product support as set forth in Schedule B.

 

11. Confidential Information

Each party may have access to information that is confidential to the other party (“Confidential Information”). For purposes of this Agreement, Confidential Information shall include any information that is clearly identified in writing at the time of disclosure as confidential as well as any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. Customer’s Confidential Information shall include, but not be limited to, Customer Data. A party’s Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure without any obligation of confidentiality and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; (iv) is independently developed by the other party without use of or reference to the other party’s Confidential Information, as established by written records. The parties agree to use commercially reasonable efforts not to make each other’s Confidential Information available in any form to any third party. Notwithstanding the foregoing, Customer acknowledges and agrees that Vendor may disclose Customer’s Confidential Information to its Third Party Vendors solely to the extent necessary to provide products or services under this Agreement. This Section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that a party who has been subpoenaed or otherwise compelled by a valid law or court order to disclose Confidential Information (the “Responding Party”) shall first have given sufficient and prompt written notice to the other party of the receipt of any subpoena or other request for such disclosure, so as to permit such party an opportunity to obtain a protective order or take other appropriate action. The Responding Party will cooperate in the other party’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be afforded the Confidential Information. If the Responding Party is compelled as a matter of law to disclose the Confidential Information, it may disclose to the party compelling the disclosure only that part of the Confidential Information as is required by law to be disclosed.

Notwithstanding anything to the contrary in this Agreement, Content is not included in Confidential Information as defined above. To the extent Vendor has any access to Content in the course of providing the Services, Vendor’s entire obligation to keep Content confidential is stated in this Section below. Vendor shall not, intentionally (i) access Customer’s Content or (ii) disclose Customer’s Content to any third party, except to the extent: (a) Customer makes its Content publicly available, (b) as necessary for Vendor to provide, or obtain third-party supplier support for, the Services or to provide information requested by Customer, or (c) as specifically authorized by Customer in writing. Vendor’s obligation to protect Content from unauthorized use, access or disclosure is: (i) to provide the Security Services specifically set forth in this Agreement and (ii) maintain and enforce the then-current standard Vendor security policies and standards applicable to the Services as practiced at the service locations from which Vendor is providing the Services to Customer.

The obligations in this Section shall not apply to the recipient of Confidential Information and/or Vendor with respect to Content to the extent disclosure of Confidential Information or Content is required to comply with laws or respond to requests by a regulatory or judicial body and/or as otherwise required for legal process. In the event that any such disclosure is required, the recipient, and/or Vendor with respect to Content, reserves the right to charge the other party on a time-and-materials basis for recipient’s/Vendor’s reasonable efforts related to its compliance and response, including, if applicable, reasonable attorney’s fees.