Acceptance of Terms
The terms and conditions outlined in these Terms govern all matters related to your use of the Service and supersede all other agreements, representations, warranties and understandings with respect to the Service. By entering into these Terms electronically, you agree that these Terms have the same force and effect as an agreement signed by you. If you are a representative of an entity, you warrant that you are an agent of the entity and that you are authorized to act on its behalf in an official capacity when accepting this Agreement.
PLEASE BE ADVISED THAT THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN US ARE RESOLVED, WHICH INCLUDE A JURY TRIAL WAIVER AND A CLASS ACTION WAIVER. PLEASE SEE THE SECTION ENTITLED “GOVERNING LAW AND DISPUTE RESOLUTION” FOR MORE DETAILS.
Update and Modification of the Terms
You agree that donorato is not obligated to create or provide any support, corrections, updates, upgrades, bug fixes and/or enhancements of the Service (each an “Update”). donorato reserves the right to change these Terms at any time by posting an updated version to reflect those changes and that will go into effect on the Effective Date (as updated) indicated above. Changes may arise for a variety of reasons, including without limitation, donorato’s decision to provide an Update, changes affecting our business, technology or our business model, relevant laws and regulatory requirements, and our systems. We will give you notice of the updated Terms by sending an email notice to you using the contact information you have provided us or by posting a notice on the Service. You agree to keep the contact information you provide to us up-to-date and to periodically review these Terms from time to time to take notice of any changes we make, as they are binding on you. We may also require you to provide consent to the updated Agreement before further use of the Service is permitted. Continued access or use of the Service shall be deemed conclusive evidence of your acceptance of any modified Terms. By using an Update, you are representing that you have reviewed the then-current version of the Terms and agree to be bound by such version. You may not use (or, if applicable, install) any Update unless you agree to the then-current version of the Terms.
If you use the Service, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer or mobile device, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account or the right to use the Service to any other person or entity. You acknowledge that donorato is not responsible for third party access to your account that results from theft or misappropriation of your account. donorato reserves the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
donorato does not knowingly collect, either online or offline, personal information from persons under the age of 13. If you are under 18, you may use the Service only with permission of a parent or guardian.
Ownership Rights and License
As between you and donorato, the Service and all content contained within the Service (except as noted below regarding your rights in Your Content (as defined below) is and shall remain the sole property of donorato and is subject to protection under U.S. and foreign copyright and other laws. All trademarks, service marks and trade names displayed on the Service are proprietary to donorato or its affiliates and/or third party licensors.
donorato hereby grants you a personal, revocable, limited, royalty-free, non-transferable license to use the Service for the limited purpose of accessing and viewing certain data stored in donorato-owned databases. This license does not allow you to copy, disassemble, attempt to derive the source code of, modify, create derivative works of, rent, lease, lend, sell, redistribute or sublicense the Service (either in whole or in part). Any rights not expressly granted by donorato herein are reserved.
If, when using the Service, you submit any content to donorato (“Your Content”), you hereby grant donorato a non-exclusive, royalty-free, worldwide right and license, with rights to sublicense, to modify, make derivative works of and otherwise use Your Content for the purpose for which it was submitted. You represent and warrant that you have all necessary rights to grant the rights to donorato granted herein, including without limitation, all necessary consents from any individuals or entities whose content appears in Your Content (if any). You agree that Your Content will not violate, infringe or misappropriate the rights of any third parties, including any intellectual and proprietary rights, such as copyright, trade secret or trademark rights.
User Compliance with Laws
You are solely responsible for the use of the Service in compliance with applicable local, state, federal and international regulations, policies, statutes and other laws governing the use of the Service.
These Terms are effective until terminated by you or donorato. Your rights under these Terms will terminate automatically without notice from donorato if you fail to comply with any term(s) of this Agreement. Upon any termination of these Terms, you shall cease all use of the Service, and delete all copies, full or partial, of any content or information provided to you by donorato in connection with the Service.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ANY CONTENT OR INFORMATION PROVIDED BY donorato IN CONNECTION WITH THE SERVICE, ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND donorato HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE AND ANY CONTENT OR INFORMATION PROVIDED BY donorato, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
donorato DOES NOT WARRANT THAT (I) THE SERVICE OR ANY CONTENT PROVIDED BY donorato WILL MEET YOUR REQUIREMENTS OR WILL BE ACCURATE OR COMPLETE; (II) THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (III) THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY donorato OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.
Limitation of Liability
IN NO EVENT SHALL donorato OR ANY OF ITS AFFILIATES, AGENTS OR LICENSORS AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR CONTRACTORS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, PROPERTY DAMAGE OR INJURY TO ANOTHER PERSON, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT, TORT OR OTHERWISE) AND EVEN IF donorato HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIMITATION OF PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL donorato's OR ITS AFFILIATES’, AGENTS’ OR LICENSORS’ AND ALL OF THEIR RESPECTIVE OFFICERS’, DIRECTORS’, SHAREHOLDERS’, EMPLOYEES’ OR CONTRACTORS’ AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE EXCEED THE GREATER OF (I) THE TOTAL AMOUNT FEES PAID BY YOU TO donorato UNDER THIS AGREEMENT (IF ANY) OR (II) THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES HERETO.
You hereby agree to indemnify, defend, release, and hold harmless donorato, its partners, licensors, affiliates, contractors, officers, directors, employees and agents from all damages, losses and expenses arising directly or indirectly from (a) any negligent acts, omissions or willful misconduct by you, (b) any breach of these Terms by you, and/or (c) your violation of any law or regulation or any violation of any rights of any third party.
Governing Law and Dispute Resolution
The laws of the State of California (subject to the Federal Arbitration Act discussed below) will govern these Terms without giving effect to any principles of conflicts of laws. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It is part of your contract with us and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. All claims, causes of action and disputes between us that cannot be resolved by us shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and donorato and to any of our licensors and their subsidiaries, affiliates, agents, employees, predecessors in interest, successors and assigns.
(b) Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through JAMS, an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If JAMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration (“Arbitration Rules”). The JAMS rules governing the arbitration are available online at www.jamsadr.com or by calling JAMS at 800-352-5267. Any hearing will be held in a location within one hundred and fifty (150) miles of your residence, and unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(c) Authority of Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and us, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
(d) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. Except where prohibited by law, in the event any litigation should arise between you and us in any state or federal court in a suit to vacate or enforce an arbitration award, YOU AND donorato WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS; ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE INDIVIDUAL OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER INDIVIDUAL OR ENTITY. In the event that this subparagraph is deemed invalid or unenforceable, neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a state or Federal court serving Santa Barbara County, California.
(f) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
(g) Survival. This Arbitration Agreement will survive the termination of your relationship with donorato.
(h) Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if donorato makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) of which you had already provided notice to donorato.
(i) Other Courts. Notwithstanding the foregoing: (i) either you or donorato may bring an individual action in small claims court; (ii) claims of infringement or misappropriation of donorato’s patent, copyright, trademark, or trade secret rights shall be exclusively brought in the state and federal courts serving Santa Barbara, California; AND (iii) you and donorato retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with this Arbitration Agreement, nor a waiver of the right to have disputes submitted to arbitration. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts serving Santa Barbara, California for such purpose.
donorato reserves the right, in its sole discretion, to terminate your access to the Service and the related services or any portion thereof at any time, without notice.
This Agreement constitutes the entire agreement between you and donorato and supersedes all prior or contemporaneous understandings and agreements, oral or written, relating to the subject matter hereof. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. You may not assign these Terms without the prior written approval of donorato but donorato may assign these Terms without restriction.
If for any reason an arbitrator or court of competent jurisdiction finds any provision, or portion hereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect.
Any obligation of a party or provision of this Agreement which must by its nature survive such expiration or termination in order to be given full effect, shall survive such expiration or termination.
You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
donorato Name and Address
donorato’s contact information for any questions, complaints or claims with respect to the Service is: donorato LLC, P.O. Box 364, Oak Park, IL 60303, email: email@example.com.
Notice to California Users
This notice is for users of the Service residing in the State of California. Please be advised that the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be reached by mail at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (800) 952-5210.